01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”): (a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (h) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregate; provided that 1. such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens in favor of Travelers which are subject to the Travelers Letter Agreement; (j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and (k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review.
Appears in 1 contract
Samples: Credit Agreement (Argan Inc)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its their property, assets or revenues, whether now owned or hereafter acquired, except for other than the following (the “Permitted Liens”):following:
(a) Liens created pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)7.01;
(c) Liens for Taxes taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s against a Loan Party or other like Liens any Subsidiary arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, other than any Lien imposed by XXXXX;
(f) deposits or to secure the performance of bids, trade contracts and leases (other than Indebtedness)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 a like nature incurred obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(e) Any security interest or set-off arrangements entered into by the Company or any of its Subsidiaries in the ordinary course of its banking arrangements which arise under clauses 24 or 25 (or corresponding provisions if amended) respectively of the general terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or customary title retention arising in connection with the purchase of goods in the ordinary course of business;
(f) Purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;
(g) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default Indebtedness permitted under Section 8.01(h7.03(e);
(h) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregate; , provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, lower of the property being acquired on the date of such acquisition;
(h) Liens on the Collateral in favor of the Collateral Agent securing the obligations under the Note Documents, provided that such Liens secure the Obligations equally and ratably (and subject to the terms of the Intercreditor Agreement);
(i) Liens in favor of Travelers which are subject to the Travelers Letter AgreementReserved;
(j) Pledges Liens on assets of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any a Foreign Subsidiary that is not an Obligor to secure Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.03(h)(ii) in connection with the performance of any Project, provided that the an aggregate amount of such pledged cash collateral does not to exceed Thirty-Five Million Dollars $10,000,000 ($35,000,000or the equivalent thereof in any other currency) in the aggregate; andat any one time outstanding;
(k) Liens arising out of judgments on assets or awards not resulting deposit accounts to secure corporate credit card facilities in an Event aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) at one time outstanding;
(l) Liens on assets acquired through Permitted Acquisitions which Liens existed on the date of Default; the Permitted Acquisition provided that (i) the aggregate amount secured by such Liens does not exceed $7,500,000 (or the equivalent thereof in any other currency) at any time and (ii) any such Lien is released or discharged within sixty (60) days following the applicable Loan Party or Subsidiary shall Permitted Acquisition;
(m) Reserved; and
(n) Liens on accounts receivable that are the subject of Dispositions permitted by Section 7.05(g) in good faith be prosecuting an appeal or proceedings for reviewfavor of the purchaser in the relevant factoring transaction.
Appears in 1 contract
Samples: Credit Agreement (Allient Inc)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its their property, assets or revenues, whether now owned or hereafter acquired, except for other than the following (the “Permitted Liens”):following:
(a) Liens created pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)7.01;
(c) Liens for Taxes taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s against a Loan Party or other like Liens any Subsidiary arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, other than any Lien imposed by XXXXX;
(f) deposits or to secure the performance of bids, trade contracts and leases (other than Indebtedness)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 a like nature incurred obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(e) Any security interest or set-off arrangements entered into by the Company or any of its Subsidiaries in the ordinary course of its banking arrangements which arise under clauses 24 or 25 (or corresponding provisions if amended) respectively of the general terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or customary title retention arising in connection with the purchase of goods in the ordinary course of business;
(f) Purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;
(g) Liens securing judgments Any security interest in a capital or fixed asset that secures Indebtedness incurred for the payment purpose of money (or appeal or other surety bonds relating to acquiring such judgments) not constituting an Event of Default under asset and which is permitted by Section 8.01(h7.03(e);
(h) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregateIntentionally omitted; provided that 1. such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(i) Liens on (i) assets of Allied Motion (Changzhou) Motors Co. Ltd. and/or Allied Motion (Changzhou) Trading Co., Ltd. to secure the Indebtedness permitted pursuant to Section 7.03(h) (the “Allied China Loans”) or (ii) cash of the Company to secure the Allied China Loans; provided that such cash is in favor an amount not to exceed 105% of Travelers which the outstanding balance of the Allied China Loans and such Liens are subject to released within ninety (90) days of the Travelers Letter date of this Agreement;; and
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or Liens on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; andassets to secure Indebtedness permitted pursuant to Section 7.03(i).
(k) Liens arising out of judgments on assets or awards not resulting deposit accounts to secure corporate credit card facilities in an Event aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) at one time outstanding.
(l) Liens on assets acquired through Permitted Acquisitions which Liens existed on the date of Default; the Permitted Acquisition provided that (i) the aggregate amount secured by such Liens does not exceed $7,500,000 at any one time and (ii) any such Lien is released or discharged within sixty (60) days following the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for reviewPermitted Acquisition.
Appears in 1 contract
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for ad valorem Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five sixty (4560) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXXERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(hi) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregatepermitted under Section 7.02(c); provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(i) Liens in favor of Travelers which are subject to the Travelers Letter Agreement;; and
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and
(k) other Liens arising out of judgments or awards not resulting securing Indebtedness outstanding in an Event aggregate principal amount not to exceed the greater of Default; provided (i) $100,000,000 and (ii) 10.0% of Consolidated Total Assets of the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for reviewBorrower and its Subsidiaries.
Appears in 1 contract
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
(a) Liens (if any) pursuant to any Loan Document and other Liens in favor of the LenderDocument;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b7.02(g), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.02(h);
(c) inchoate Liens for Taxes taxes, assessments or governmental charges or levies not yet due and payable (other than under ERISA) or delinquent and Liens (other than Liens under ERISA) for Taxes taxes, assessments or governmental charges or levies which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens created in the ordinary course of business and described in any of the following clauses:
(i) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five thirty (4530) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that , if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson;
(eii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXXERISA;
(fiii) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(iv) Liens on deposits to secure liability for premiums to insurance carriers or securing insurance premium financing arrangements entered into in the ordinary course of business;
(v) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods;
(vi) Liens that are licenses of IP Rights granted by any Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Loan Parties; provided that the Liens described in any such clause, (A) do not materially detract from the value of the property of the Loan Parties, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Loan Parties, taken as a whole and (B) if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;
(e) the filing of UCC financing statements in connection with operating leases or consignment of goods;
(f) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and in connection with Investments not otherwise prohibited by this Agreement; provided that such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course and in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing or otherwise;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not materially interfere with the ordinary conduct of the business of the Loan Parties, taken as a whole;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(hi) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregatepermitted under Section 7.02(c); provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. the identifiable proceeds thereof and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(ij) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by a Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of Travelers the bank or banks with which such accounts are subject maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the Travelers Letter Agreement;
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance repayment of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; andIndebtedness;
(k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(l) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(m) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(n) Liens on property of a Person existing at the time such Person is merged into or consolidated with a Loan Party or any Subsidiary of a Loan Party or becomes a Subsidiary of a Loan Party; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with a Loan Party or such Subsidiary or acquired by a Loan Party or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(f);
(o) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
(p) other Liens on specific assets (other than inventory or accounts receivable) and not on all assets of any Loan Party, which in the aggregate do not secure more than $4,000,000 outstanding at any time; and
(q) the replacement, extension or renewal of any Lien permitted by clauses (i) and (p) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby. Without limitation of the foregoing, each Loan Party covenants and agrees, and shall cause each of its Subsidiaries to covenant and agree, that it will not enter into any agreement or understanding (each, a “Restrictive Agreement”) with any Person other than the Administrative Agent which could prohibit or restrict in any manner the right of such Loan Party to grant to the Administrative Agent, for the benefit of the Lenders, any Lien (other than a Permitted Lien) on any of its properties, assets or revenues, whether now owned or hereafter acquired. Each Loan Party represents and warrants on behalf of itself and its Subsidiaries that, at the date of this Agreement, neither such Loan Party nor any of its Subsidiaries is party to any such Restrictive Agreement.
Appears in 1 contract
Samples: Credit Agreement (Chase Corp)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);;
(c) Liens for ad valorem Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five sixty (4560) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(hi) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregatepermitted under Section 7.02(c); provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(i) Liens in favor of Travelers which are subject to the Travelers Letter Agreement;; and
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and
(k) other Liens arising out of judgments or awards not resulting securing Indebtedness outstanding in an Event aggregate principal amount not to exceed the greater of Default; provided (i) $100,000,000 and (ii) 10.0% of Consolidated Total Assets of the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for reviewBorrower and its Subsidiaries.
Appears in 1 contract
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for ad valorem Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five sixty (4560) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(hi) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregatepermitted under Section 7.02(c); provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(i) Liens in favor of Travelers which are subject to the Travelers Letter Agreement;; and
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and
(k) other Liens arising out of judgments or awards not resulting securing Indebtedness outstanding in an Event aggregate principal amount not to exceed the greater of Default; provided (i) $100,000,000 and (ii) 10.0% of Consolidated Total Assets of the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for reviewBorrower and its Subsidiaries.
Appears in 1 contract
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets property or revenuesassets, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), ) and (iii) the direct or any contingent obligor with respect thereto is not changedrenewal, and (iv) any renewal refinancings, replacements or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for Taxes Taxes, assessments or other governmental charges or levies not yet due and not yet overdue for 30 days or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP for property Taxes on property such Person or one of its Subsidiaries has determined to abandon if the sole recourse for such Tax, assessment, charge, levy or claim is to such property;
(d) Statutory Liens such as carriers’, warehousemen’s, landlords’, mechanics’, materialmen’s, repairmen’s, construction contractors’, airports’, navigation authority’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five sixty (4560) days or which are being contested in good faith and by appropriate proceedings diligently conductedconducted (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP); provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX;
(f) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds bonds, or as security for contested taxes or import duties or for the payment of rent, and other obligations of a like nature incurred in the ordinary course of business;
(g) Liens in favor of the issuers of performance and surety bonds, bid, indemnity, warranty, release, appeal or similar bonds or with respect to regulatory requirements or letters of credit or bankers’ acceptances issued and completion of guarantees provided for, in each case, pursuant to the request of and for the account of the Borrower or any Subsidiary in the ordinary course of its business;
(h) survey exceptions, non-monetary encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, reservations of rights or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) affecting real property or incidental to the conduct of business of the applicable Person or to the ownership of its properties, which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries and do not materially detract from the value thereof;
(i) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(hj) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars permitted under Section 7.02(c) or ($5,000,000) in the aggregatek); provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(ik) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of Travelers the bank or banks with which such accounts are subject maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the Travelers Letter Agreementrepayment of any Indebtedness;
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and
(kl) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(m) Any interest or title of a lessor, licensor or sublessor under any lease, license, sublease, sublicense, occupancy agreement or assignment of or in respect of real or personal property and covering only those assets so leased, subleased, licensed or sublicensed;
(n) Liens of a collection bank arising under Section 4–210 of the UCC on items in the course of collection;
(o) Liens on property of a Person existing at the time such Person acquired the property or the Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(t);
(p) Liens securing Indebtedness permitted under Section 7.02(f) or (j);
(q) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
(r) other Liens securing Indebtedness in an aggregate secured principal amount not to exceed $[**] at any time outstanding; provided that any such Liens on the Collateral will be subordinated to the Liens securing the Obligations pursuant to an intercreditor agreement satisfactory to Required Lenders providing for such subordination and containing other customary terms;
(s) Liens on specific items of inventory or other goods and proceeds of the Borrower or a Subsidiary securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(t) Liens arising from, or from UCC financing statement filings regarding, operating leases or consignments entered into by the Borrower or its Subsidiaries in the ordinary course of business;
(u) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations;
(v) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(w) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods in the ordinary course of business;
(x) Liens (i) of a collection bank arising under Section 4-210 of the UCC, or any comparable or successor provision, on items in the course of collection; (ii) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry;
(y) any Liens with respect to Equity Interests of any joint venture, co-promotion agreement or similar arrangement pursuant to any joint venture, co-promotion or similar agreement;
(z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(aa) (x) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or its Subsidiaries in connection with any letter of intent or other agreement in respect of any permitted Investment, (y) Liens on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in a permitted Investment to be applied against the purchase price for such Investment and (z) on the escrowed cash portion of any xxxxxxx moneys paid or the purchase price received in connection with any Investment, acquisition or Disposition permitted by this Agreement or any other Loan Document to secure guarantees, indemnities, or obligations thereunder;
(bb) Liens on any asset that constitutes Excluded Property;
(cc) Liens listed as exceptions on any mortgage insurance policy;
(dd) in the case of any account described in clause (e)(ii) of the definition of “Excluded Accounts,” Liens on such account in favor of any counterparty to the applicable Contractual Obligation; and
(ee) any Permitted License.
Appears in 1 contract
01Liens. CreateThe Lead Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for other than the following (the “Permitted Liens”):following:
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 7.01(b) and any renewals modifications, replacements, renewals, refinancings or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered thereby is not changedby such Lien and proceeds and products thereof, and (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b)replacement, (iii) the direct or any contingent obligor with respect thereto is not changedrenewal, and (iv) any renewal refinancing or extension of the obligations secured or benefited thereby by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.02(b)7.03;
(c) Liens for Taxes taxes, assessments or governmental charges that are not yet due overdue for a period of more than 30 days or Liens for Taxes which that are being contested in good faith and by appropriate proceedings diligently conductedactions, if 133055744_29 adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP or equivalent accounting principles in the relevant jurisdiction;
(d) Statutory statutory or common law Liens such as of landlords, sublandlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the ordinary course of business and (x) which are do not overdue for in the aggregate materially detract from the value of any of the Lead Borrower’s or such Restricted Subsidiary’s property or assets taken as a period whole or materially impair the operation of more than forty-five the business of the Lead Borrower or such Restricted Subsidiary taken as a whole or (45y) days or which are being contested in good faith and by appropriate proceedings, which proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on have the books effect of preventing the forfeiture or sale of the applicable Person in accordance with GAAPproperty or assets subject to any such Lien;
(ei) pledges or deposits in the ordinary course of business in connection with workers’ compensation, health, disability or employee benefits, unemployment insurance and other social security legislationlaws or similar legislation or regulation or other insurance-related obligations (including in respect of deductibles, other than self-insured retention amounts and premiums and adjustments thereto), (ii) part-time worker arrangements in accordance with the German Old-Age Employees Part Time Act (Altersteilzeitgesetz) or pursuant to section 7d of book IV of the German Social Act (Sozialgesetzbuch) and (iii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Lead Borrower or any Lien imposed by XXXXXof its Restricted Subsidiaries;
(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than IndebtednessIndebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(g) (i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions, matters which would be disclosed by an accurate survey or inspection of any Real Property and other, similar encumbrances and minor title defects affecting Real Property that do not in the aggregate materially interfere with the ordinary conduct of the business of the Lead Borrower or any of its Restricted Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties or (ii) easements, rights-of-way, restrictions (including zoning restrictions) or encroachments that are reserved for the benefit of The Dow Chemical Company on any leased Real Property;
(h) [reserved];
(i) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(hj) Purchase leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Lead Borrower or any Restricted Subsidiary, taken as a whole or (ii) secure any Indebtedness;
(k) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit 152 133055744_29 issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts and (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including any netting, the right of set-off and any liens arising under the general business conditions of a credit institution with which the Lead Borrower or any of its Restricted Subsidiaries maintains a banking relationship in Germany or The Netherlands) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions;
(m) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.06 or, to the extent related to any of the foregoing, to be applied against the purchase price for such Investment, or consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(n) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement permitted hereunder;
(o) Liens deemed to exist in machinery connection with Investments in repurchase agreements permitted under Section 7.06;
(p) Liens encumbering reasonable customary initial deposits and equipment margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(q) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of the Lead Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Lead Borrower or any of its Restricted Subsidiaries;
(r) ground leases in respect of Real Property on which facilities owned or leased by the Lead Borrower or any of its Restricted Subsidiaries are located;
(s) Xxxxx (i) in favor of the Lead Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing Indebtedness not in excess of Five Million Dollars permitted under Section 7.03(b) and ($5,000,000ii) in favor of the aggregateLead Borrower or any Subsidiary Guarantor;
(t) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; 153 133055744_29
(v) Liens to secure Indebtedness permitted under Section 7.03(e); provided that 1. (i) such Liens are created within 270 days of the acquisition, construction, repair, lease, replacement or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and 2. the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
(w) Liens on property of any Non-Loan Party, which Liens secure Indebtedness secured thereby of the applicable Non-Loan Party permitted under Section 7.03 or other obligations of any Non-Loan Party not constituting Indebtedness;
(x) Liens existing on property at the time of the acquisition thereof or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the Closing Date (including Capital Leases as provided for in the last paragraph of Section 7.03) (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition or such Person becoming a Restricted Subsidiary);
(y) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Lead Borrower and its Restricted Subsidiaries, taken as a whole;
(z) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;
(aa) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(bb) [Reserved];
(cc) Liens on Securitization Assets purported to be sold or otherwise transferred in connection with a Permitted Securitization or Liens over bank accounts of any Loan Party or any Restricted Subsidiary, so long as such bank accounts do not receive or hold funds of a Loan Party or any Restricted Subsidiary, in each case which may be required as part of a Permitted Securitization;
(dd) Liens on the Collateral securing obligations in respect of Incremental Equivalent Debt or Refinancing Equivalent Debt and, in either case, any Permitted Refinancing thereof; 133055744_29
(ee) The modification, replacement, renewal or extension of any Lien permitted by clauses (v) and (x) of this Section 7.01; provided that (i) the Lien does not extend to any additional property, other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) their modification, renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);
(ff) other Liens with respect to property or assets of the Lead Borrower or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed the cost or fair market valuegreater of $60,000,000 and 2.0% of Total Assets, whichever is lower, in each case determined as of the property being acquired on the date of acquisition;
(i) Liens in favor of Travelers which are subject to the Travelers Letter Agreement;
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregateincurrence; and
(kgg) Liens arising out securing obligations in respect of judgments Indebtedness permitted to be incurred pursuant to Section 7.03; provided, that (i) after giving Pro Forma Effect to the incurrence of such Indebtedness (and any Specified Transactions consummated in connection therewith), (x) if such Liens are not expressly junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, the First Lien Net Leverage Ratio shall be no greater than 2.00:1.00 and such Liens shall be subject to the First Lien Intercreditor Agreement or awards another lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent or (y) if such Liens are expressly junior in right of security with the Liens securing the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, the Secured Net Leverage Ratio shall be no greater than 2.00:1.00, and such Liens shall be subject to the Second Lien Intercreditor Agreement or another lien subordination and intercreditor arrangement reasonably satisfactory to the Lead Borrower and the Administrative Agent. Notwithstanding the foregoing, neither the Lead Borrower nor any of its Restricted Subsidiaries shall xxxxx x Xxxx on any Designated Real Property, other than any Lien deemed to exist by virtue of the respective landlord’s ownership interest in such Designated Real Property. The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not resulting in be deemed to be an Event incurrence of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings Liens for reviewpurposes of this Section 7.01.
Appears in 1 contract
Samples: Credit Agreement (Trinseo PLC)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Amendment Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for Taxes not yet due delinquent or Liens for Taxes payable with penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five thirty (4530) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that , if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; provided that a reserve or other appropriate provision shall have been made therefor;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXXERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 102
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(hi) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregatepermitted under Section 7.02(c); provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(ij) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries, in each case in the ordinary course of business in favor of Travelers the bank or banks with which such accounts are subject maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the Travelers Letter Agreement;
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance repayment of any ProjectIndebtedness, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; andother than Indebtedness arising under Cash Management Agreements;
(k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable ;
(l) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary shall thereof in good faith the ordinary course of business and covering only the assets so leased, licensed or subleased, together with (i) any Lien or restriction that the interest or title of such lessor, licensor or sublessor may be prosecuting subject to and (ii) any subordination of the interest of the lessee, licensee or sublessee to any Lien or restriction referred to in the preceding clause (i), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee, licensee or sublessee or where loss of such lease, license or sublease could not reasonably be anticipated to result in a Material Adverse Effect;
(m) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(n) Any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
(o) deposits of cash with the owner or lessor of premises leased, licenses or operated by the Parent or any of its Subsidiaries in the ordinary course of business of the Parent and/or such Subsidiary to secure the performance of the Parent’s or such Subsidiary’s obligations under the terms of the lease, license or management agreement for such premises;
(p) Liens on assets of a Person (and its Subsidiaries) existing at the time such Person is acquired or merged with or into or consolidated with the Borrower or any of its Subsidiaries (and not created in anticipation or contemplation thereof); provided that, such Liens do not extend to assets not subject to such Liens at the time of acquisition (other than improvements thereon); 103
(q) Liens solely on any xxxx xxxxxxx money deposits made by the Parent or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(r) assignments of insurance or condemnation proceeds provided to landlords or licensors (or their mortgagees) pursuant to the terms of any lease or license and Liens and rights reserved in any lease or license for rent or for compliance with the terms of such lease or license;
(s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(t) rights of set-off against credit balances of the Parent or any of its Subsidiaries with credit card issuers or credit card processors, digital payment processors, internet ticket or product sellers or VPF collection agencies (such as Cinedigm) or amounts owing by such credit card issuers or credit card processors internet ticket or product sellers or VPF collection agencies to the Parent or any of its Subsidiaries in the ordinary course of business;
(u) Liens consisting of an appeal agreement of the Parent or proceedings for reviewany Subsidiary to dispose of assets in connection with a disposition permitted hereunder; and
(v) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $1,000,000.
Appears in 1 contract
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for other than the following (the “Permitted Liens”):following:
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b)increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.03(b);
(c) Liens for Taxes taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that , if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson;
(e) pledges or deposits in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXXERISA, not to exceed an amount equal to the greater of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect thereto);
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondsbonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) Liens securing judgments for the payment of money business (or appeal or to secure Letters of Credit issued in connection therewith); CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENT) – PAGE 83 (g)easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(h) Purchase money Liens in machinery restrictions and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) other similar encumbrances affecting real property which, in the aggregate; provided that 1. such Liens , are not substantial in amount, and which do not at in any time encumber any property other than case materially detract from the property financed by such Indebtedness and 2. the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, value of the property being acquired on the date of acquisition;
(i) Liens in favor of Travelers which are subject to the Travelers Letter Agreement;
(j) Pledges of cash collateral in connection with any letter of credit issued for the account ofthereto, prevent access thereto or on behalf of, any Foreign Subsidiary in connection materially interfere with the performance ordinary conduct of any Project, provided that the aggregate amount business of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and
(k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review.Person;
Appears in 1 contract
Samples: Credit Agreement (United States Lime & Minerals Inc)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals renewals, modifications, replacements or extensions thereof, provided that (i) the property covered thereby is not changedincreased, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal renewal, modification, replacement or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business for which are not overdue for a period of more than forty-five (45) days no action has been taken to enforce or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson;
(e) pledges or deposits in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXXXXXXX and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Parent or any of its Subsidiaries;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(hi) Purchase money Liens in machinery and equipment on assets of Foreign Subsidiaries that do not secure Indebtedness;
(j) Liens securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregatepermitted under Section 7.02(c); provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or fair market value, whichever is lower, of improving the property being acquired on the date of acquisition;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Parent or any of its Subsidiaries with any bank, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such banks with respect to operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money;
(l) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(m) Liens of a collection bank arising under Section 4–210 of the UCC on items in the course of collection;
(n) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary;
(o) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.03 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition not prohibited by Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would not have been prohibited on the date of the creation of such Lien;
(p) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Parent or any of its Subsidiaries in the ordinary course of business;
(q) Liens in favor of Travelers which third-party vendors arising in the ordinary course of business; provided, that only such Lien secures obligations that are subject to the Travelers Letter Agreementnot past due by more than thirty (30) days;
(jr) Pledges Liens solely on any xxxx xxxxxxx money deposits or other similar escrow arrangements made by the Parent or any of cash collateral its Subsidiaries in connection with any letter of credit issued for intent or purchase agreement permitted hereunder;
(s) Liens on insurance policies and the account of, or on behalf of, any Foreign Subsidiary in connection proceeds thereof securing the financing of premiums with the performance respect thereto;
(t) Liens of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) landlords arising in the aggregateordinary course of business; and
(ku)Liens securing Indebtedness permitted under Section 7.02(m) Liens arising out of judgments or awards not resulting in an Event of Default; provided subject to the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review.conditions set forth therein;
Appears in 1 contract
Samples: Credit Agreement (Enfusion, Inc.)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for other than the following (the “Permitted Liens”):following:
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for Taxes taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower in accordance with GAAP;
(dc) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) 45 days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided provided, that adequate reserves with respect thereto are maintained on the books of Borrower and the applicable Person in accordance with GAAPaggregate amount of such Liens is less than $100,000;
(ed) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX, in an aggregate amount not to exceed $25,000;
(fe) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business;
(gf) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default Indebtedness permitted under Section 8.01(h7.03(c);
(h) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregate; provided that 1. (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(i) Liens in favor of Travelers which are subject to the Travelers Letter Agreement;
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and
(kg) Liens arising out securing the Senior Debt, subject to the terms of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for reviewCGB Subordination Agreement.
Appears in 1 contract
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for other than the following (the “Permitted Liens”):following:
(a) Liens Liens, if any, pursuant to any Loan Document and other Liens in favor of the LenderDocument;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for Taxes not yet due or Liens for Taxes which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto thereto, to the extent required by GAAP, are maintained on the books of the applicable Person in accordance with GAAPPerson;
(dc) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, suppliers’, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than forty-five thirty (4530) days or which that are being contested in good faith and by appropriate proceedings diligently conducted; provided that , if adequate reserves with respect thereto thereto, to the extent required by GAAP, are maintained on the books of the applicable Person in accordance with GAAPPerson;
(ed) pledges or deposits inchoate Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, or to secure statutory obligations, other than any Lien imposed by XXXXX;
(fe) deposits to secure the performance interests of bidslessees and lessors under leases or subleases (including Facility Leases) of, trade contracts and leases (other than Indebtedness)the interest of managers or operators with respect to, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred real or personal property made in the ordinary course of business;
(f) zoning restrictions, easements, rights-of-way, restrictions, restrictive covenants, encroachments, sets of facts that an up to date survey would show, title defects and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)) or securing appeal or other surety bonds related to such judgments;
(h) Purchase money Liens in machinery existence as of the Closing Date as set forth on Schedule 7.01 and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregateany renewals or extensions thereof; provided provided, that 1. such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. the Indebtedness secured covered thereby does is not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;materially changed; and
(i) other Liens incurred in connection with Consolidated Funded Debt as long as, after giving effect thereto, the Consolidated Parties are in compliance with the financial covenants in Section 7.09, on a pro forma basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such Lien exists as of the Closing Date, as of March 31, 2023); provided, that the Consolidated Parties may not grant a mortgage, deed of trust, lien, pledge, encumbrance or other security interest, in each case, to secure Funded Debt with respect to any Unencumbered Property or the Equity Interests in any Consolidated Party except in favor of Travelers which are subject to the Travelers Letter Agreement;
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and
(k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for reviewLenders.
Appears in 1 contract
01Liens. CreateThe Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its propertyproperties, assets or revenues, whether now owned or hereafter acquired, except for other than the following (the “Permitted Liens”):following:
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender; Document;
(b) Liens existing on the Closing Date and listed set forth on Schedule 7.01 7.01(b), and any renewals modifications, replacements, renewals, refinancings, or extensions thereof, ; provided that (iA) the Lien does not extend to any additional property covered thereby is not changed, and (iiB) the amount secured replacement, renewal, extension or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension refinancing of the obligations secured or benefited thereby by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.02(b)7.03;
(c) Liens for Taxes Taxes, governmental duties, levies, assessments and charges (including any Lien imposed by the PBGC or similar Liens) that are not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conductedactions, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAPGAAP or IFRS (as applicable);
(d) Statutory statutory or common law Liens such as of landlords, sublandlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the ordinary course of business which are that secure amounts not overdue for a period of more than forty-five (45) days yet due and payable or which that are being contested in good faith and by appropriate proceedings diligently conducted; provided that actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAPGAAP or IFRS (as applicable);
(e) pledges (i) pledges, deposits or deposits Liens in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to the Borrower or any Lien imposed by XXXXXof its Subsidiaries;
(f) pledges, deposits or Liens to secure the performance of bids, trade contracts, governmental contracts and leases (other than IndebtednessIndebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority in connection with any contract or Law) incurred in the ordinary course of business;
(g) (i) easements, rights-of-way, restrictions, encroachments and other similar encumbrances and other minor title defects of record, affecting Real Property and (ii) any exceptions on the Mortgage Policies, issued in connection with the Mortgaged Property, that do not in the aggregate materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries, taken as a whole, or that are granted in connection with the Borrower or any Subsidiary of the Borrower’s compliance with state laws regarding separation of generation and transmission assets;
(h) Xxxxx (i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.01(g) or (ii) securing appeal or other surety bonds related to such judgments;
(i) [reserved];
(j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions;
(l) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement;
(n) [reserved];
(o) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Subsidiaries in the ordinary course of business;
(p) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with the Purchase Agreement;
(q) Liens on property (i) of any Subsidiary of the Borrower that is not a Subsidiary Guarantor and (ii) that does not constitute Collateral, which Liens secure Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted under Section 7.03;
(r) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business materially complies, and (ii) any zoning, order, decree, restriction, condition, or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries on any Real Property;
(s) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings in connection with personal property incurred in the ordinary course of business;
(gt) Liens on insurance policies and the proceeds thereof securing judgments for the payment financing of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)the premiums with respect thereto;
(hu) Purchase money [reserved];
(v) [reserved];
(w) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in machinery respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;
(x) Liens arising pursuant to Section 107(l) of CERCLA, 42 U.S.C. § 9607(l), or other Environmental Law;
(y) Liens on accounts receivable and equipment securing Indebtedness not in excess any related deposit or securities account (and Cash on deposit therein or credited thereto) pursuant to any energy management agreement or any fuel supply or fuel transportation agreement entered into by the Borrower or any of Five Million Dollars ($5,000,000) its Subsidiaries in the aggregate; provided that 1. such Liens do not at ordinary course of business;
(z) non-exclusive licenses of Patents, Trademarks and other IP Rights granted by the Borrower or any time encumber any property other than of its Subsidiaries in the property financed by such Indebtedness and 2. the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, ordinary course of the property being acquired on the date of acquisitionbusiness;
(i) Liens in favor of Travelers which are subject security given to the Travelers Letter Agreement;
(j) Pledges of cash collateral in connection with a public utility or any letter of credit issued for the account of, municipality or on behalf of, any Foreign Subsidiary governmental authority when required by such utility or authority in connection with the performance operations of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) Person in the aggregateordinary course of business and (ii) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries in the ordinary course of business to secure obligations under any terms of leases for such premises; and
(kbb) other Liens securing Indebtedness and other obligations with the written consent of the Administrative Agent (at the direction of the Required Lenders). Notwithstanding the foregoing, no consensual Liens shall exist on Equity Interests of the Borrower and its Subsidiaries that constitute Collateral other than pursuant to clause (a) above. For purposes of determining compliance with this Section 7.01, (A) Liens arising out need not be incurred solely by reference to one category of judgments Liens permitted by this Section 7.01 but are permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that such Lien (or awards not resulting any portion thereof) meets the criteria of one or more of the categories of Liens permitted by this Section 7.01, the Borrower may, in an Event of Default; provided the applicable Loan Party its sole discretion, classify or Subsidiary shall reclassify such Lien (or any portion thereof) in good faith be prosecuting an appeal or proceedings for reviewany manner that complies with this provision.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Argo Blockchain PLC)
01Liens. Create, incur, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its property, assets property or revenuesassets, whether now owned or hereafter acquired, except for ; provided that this Section 7.01 shall not apply to the following (the “Permitted Liens”):following:
(a) Liens pursuant to any Loan Document and other Liens in favor of the Lender;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for Taxes not yet due or Liens for Taxes which that are being actively contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of the applicable Person shall have been established in accordance with GAAP;
(b) other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(c) Liens on property or assets of a (i) Subsidiary to secure obligations of such Subsidiary to a Loan Party and (ii) Foreign Subsidiary to secure obligations of such Foreign Subsidiary;
(d) Statutory purchase money Liens on fixed assets securing the loans and Indebtedness under Financing Lease Obligations pursuant to Section 7.02(b) hereof; provided that any such Lien is limited to the purchase price and only attaches to the property being acquired or financed thereby;
(e) any Lien of the Administrative Agent, for the benefit of the Secured Parties;
(f) the Liens existing on the Closing Date as carriers’set forth in Schedule 7.01 hereto and replacements, warehousemen’sextensions, mechanics’renewals, materialmen’srefundings or refinancings thereof, repairmen’s but only to the extent that the amount of Indebtedness secured thereby shall not be increased (except by an amount equal to a reasonable premium or other like Liens reasonable amount paid, and fees and expenses reasonably incurred, in connection with such replacement, extension, renewal, refunding or refinancing and by an amount equal to any existing commitments unutilized thereunder) and the property covered thereby is not changed;
(g) easements, zoning restrictions, rights-of-way and similar encumbrances, defects or irregularities in title of real property imposed by law or arising in the ordinary course of business which are that do not overdue for a period of more than forty-five (45) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on materially detract from the books value of the applicable Person in accordance affected property or interfere with GAAPthe ordinary conduct of business of the Borrower or any Subsidiary;
(eh) pledges or deposits in connection with workers’ compensation insurance, unemployment insurance and like matters;
(i) Liens in respect of any writ of execution, attachment, garnishment, judgment or judicial award solely to the extent not constituting an Event of Default under Section 8.01(h)(i);
(j) Liens arising solely from precautionary UCC financing statements filed with respect to any consignment agreement entered into by Borrower or any Subsidiary in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXXbusiness;
(fk) Liens on the Collateral or any portion thereof securing Indebtedness under Section 7.02(k) (subject to the ABL Intercreditor Agreement);
(l) Liens on tangible property of a Person existing at the time such Person is acquired by the Borrower or a Subsidiary pursuant to an Acquisition permitted under Section 7.03(b); provided that such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those of the Person acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(l);
(m) other Liens securing Indebtedness permitted by Section 7.02(m) the amount of which does not exceed $10,000,000; provided that such Liens must be junior to the Liens securing the Obligations and the ABL Obligations;
(n) other non-consensual Liens not securing Indebtedness, (i) the amount of which does not exceed $5,000,000 in the aggregate, and (ii) the existence of which, either individually or in the aggregate, will not have a Material Adverse Effect; provided that any Lien permitted by this clause (n) is permitted only for so long as is reasonably necessary for the affected Loan Party or the affected Subsidiary, using its best efforts, to remove or eliminate such Lien and, provided, further, that any Lien not otherwise permitted by this clause (n) shall be permitted so long as such Loan Party or the affected Subsidiary shall within thirty (30) days after the filing thereof either (A) cause such Lien to be discharged, or (B) post with the Administrative Agent a bond or other security in form and amount satisfactory to the Administrative Agent in all respects and shall thereafter diligently pursue its discharge;
(o) for the avoidance of doubt, any Lien on a Sold Account;
(p) Liens existing on the Closing Date securing Indebtedness that has been repaid; provided that any Lien permitted by this clause (p) is permitted only for so long as is reasonably necessary for the affected Loan Party or the affected Subsidiary, using its best efforts, to remove, discharge or otherwise eliminate such Lien; provided, further, that in no event shall any Lien permitted by this clause (p) be permitted for more than ninety (90) days;
(q) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness)contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred nature, in each case in the ordinary course of business;
(gr) Liens securing judgments for of a collecting bank arising in the payment ordinary course of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default business under Section 8.01(h)4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon;
(h) Purchase money Liens in machinery and equipment securing Indebtedness not in excess of Five Million Dollars ($5,000,000) in the aggregate; provided that 1. such Liens do not at any time encumber any property other than the property financed by such Indebtedness and 2. the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(i) Liens in favor of Travelers which are subject to the Travelers Letter Agreement;
(j) Pledges of cash collateral in connection with any letter of credit issued for the account of, or on behalf of, any Foreign Subsidiary in connection with the performance of any Project, provided that the aggregate amount of such pledged cash collateral does not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate; and
(ks) Liens arising out of judgments or awards not resulting in an Event of Defaultsale and leaseback transactions permitted hereunder;
(t) other Liens securing Indebtedness permitted by Section 7.02(f); provided that no such Lien shall extend to, or cover, any Collateral;
(u) Liens granted pursuant to the applicable Loan Party Precious Metal Consignment Agreements so long as such Lien does not secure Indebtedness;
(v) any non-consensual statutory or Subsidiary civil law Xxxx xxxxxxx in the Netherlands under Netherland’s General Banking Conditions (other than arising under article 26 thereof) so long as such Lien does not secure Indebtedness and arises in the ordinary course of business; and
(w) Liens on the Collateral securing Incremental Term Loans; provided that such Liens must be junior to the Liens securing the Obligations. Neither the Borrower nor any of its Subsidiaries shall enter into any contract or agreement (other than a contract or agreement entered into in good faith be prosecuting an appeal connection with the purchase or proceedings for reviewlease of fixed assets that prohibits Liens on such fixed assets) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of the Borrower or such Subsidiary.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Nn Inc)
