02Liens. The Issuer shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property now owned by it or such Subsidiary, except: (a) Liens securing the Obligations; (b) any Lien on any property or asset of the Issuer or any of its Subsidiaries existing on the Closing Date and set forth on Schedule 9.02; provided that (i) no such Lien shall extend to any other property or asset of the Issuer or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured by Section 9.01(g); (x) Xxxxx imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens, materialmen and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with (i) real property leases entered into in the ordinary course of business, (ii) obligations in respect of workers’ compensation, unemployment insurance or other similar social security legislation, to the extent permitted pursuant to Section 9.01(m), or (iii) obligations in respect of surety or appeal bonds, bid or performance bonds, or other obligations of a like nature, to the extent permitted pursuant to Section 9.01(l); (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law or by any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to applicable Law or expressed in any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or its Subsidiaries and (iv) leases or subleases of real property in the ordinary course of business; (i) bankers’ liens, rights of setoff and similar Liens incurred on deposits made to a bank on deposit accounts to the extent permitted to be made hereunder in the ordinary course of business; (j) any judgment Lien not constituting an Event of Default; (k) interests of lessors and sublessors under operating leases, interests of licensors or sublicensors under license agreements, and with respect to any realty occupied by any Obligor or any of its Subsidiaries, all easements, rights of way, reservations, licenses, covenants encroachments, variations and similar restrictions, charges and encumbrances on title that, in any such case or event, do not secure monetary obligations (other than any Permitted Lien set out in Schedule 9.02) and do not materially impair the use of such property for its intended purposes; (l) Liens on cash held on deposit to secure letters of credit, bank guarantees or similar instruments permitted under Section 9.01(n) in an amount not to exceed the face amount of such letters of credit, bank guarantees or similar instruments, so long as such cash is held in segregated accounts maintained with the issuers of such letters of credit, bank guarantees or similar instruments; (m) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or this Agreement, (ii) such Lien shall not apply to any other property or assets of the Issuer or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such Lien does not secure any Contingent Acquisition Obligation; (i) Liens arising from rights of licensees or licensors, as the case may be, arising under licenses permitted pursuant to Section 9.19, and (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.19; (o) Liens securing Indebtedness permitted by Section 9.01(j); provided that such Lien shall be solely limited to the applicable insurance policies, supporting documentation relating thereto and the Obligor’s right to receive proceeds under such insurance policy with respect to which such Indebtedness has been incurred; (p) 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 of goods; (q) Liens referred to in any Certificate of Title; (r) Liens securing Indebtedness permitted under Section 9.01(r); or (s) Liens on the Specified Assets so long as the Specified Assets Conditions are satisfied both immediately before and after giving effect to the creation of any such Lien.

Appears in 1 contract

Samples: Notes Purchase Agreement and Guaranty (MeiraGTx Holdings PLC)

02Liens. ~~The Issuer shall not, and shall not permit any of its Subsidiaries to, create~~Create, incur, assume or permit to ~~exist~~ exist, directly or indirectly, any Lien on any ~~property~~ Collateral, whether now owned or hereafter acquired by ~~it or such Subsidiary~~it, ~~except:~~except the following (collectively, the “Permitted Liens”): (a) inchoate Liens ~~securing the Obligations; (b) any Lien on any property~~ for taxes, assessments or ~~asset of the Issuer~~ governmental charges or ~~any of its Subsidiaries existing on the Closing Date~~ levies not yet due and ~~set forth on Schedule 9.02; provided that (i) no such Lien shall extend to any other property~~ payable or ~~asset of the Issuer~~ delinquent and Liens for taxes, assessments or ~~any of its Subsidiaries and (ii) any such Lien shall secure only those obligations~~ governmental charges or levies, which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured by Section 9.01(g); (x) Xxxxx imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens, materialmen and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto immaterial or ~~materially impair the use thereof in the operations of the business of such Person or (y) are~~ being contested in good faith by appropriate ~~proceedings~~proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (b) Liens in respect of property of any Loan Party or Security Provider imposed by law, which were incurred in the ordinary course of business and do not secure Financial Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party or Security Provider, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been ~~made if required~~ established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (ec) ~~pledges~~ Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which any Loan Party or Security Provider shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that at any time outstanding, the aggregate amount of Liens under this clause (c) shall not secure obligations in excess of $10,000,000; (d) Liens (x) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Financial Indebtedness) or (y) arising by virtue of deposits made in the ordinary course of business ~~in connection with~~ to secure liability for premiums to insurance carriers; provided, that (i) ~~real property leases entered into in~~ such tenders, obligations, bonds, contracts or premiums relate to the ~~ordinary course~~ business of ~~business~~the Subsidiary Guarantors or the Collateral Vessels, (ii) ~~obligations in respect~~ such Liens do not relate to the incurrence of ~~workers’ compensation~~Financial Indebtedness for borrowed money, ~~unemployment insurance~~ (iii) such Liens are for amounts not yet due and payable or ~~other similar social security legislation~~delinquent or, to the extent ~~permitted pursuant to Section 9.01(m)~~such amounts are so due and payable, or (iii) obligations in respect of surety or appeal bonds, bid or performance bonds, or other obligations of a like nature, to the extent permitted pursuant to Section 9.01(l); (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is such amounts are being contested in good faith by appropriate proceedings ~~promptly initiated and diligently conducted and~~ for which ~~such reserve or other appropriate provisions, if any, as shall be required by GAAP shall~~ adequate reserves have been ~~made~~established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien and (iv) such Liens rank after the Liens created by the Security Documents; provided that at any time outstanding, the aggregate amount of Liens under this clause (d) shall not secure obligations in excess of $7,500,000; (e) 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 any Loan Party or Security Provider, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Financial Indebtedness; (f) Liens granted pursuant to the Loan Documents to secure the Secured Obligations; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law or by any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to applicable Law or expressed in any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or its Subsidiaries and (iv) leases or subleases of real property in the ordinary course of business; (i) bankers’ liens, rights of setoff and similar Liens incurred on deposits made to a bank on deposit accounts to the extent permitted to be made hereunder in the ordinary course of business; (j) any judgment Lien not constituting an Event of Default; (k) interests of lessors and sublessors under operating leases, interests of licensors or sublicensors under license agreements, and with respect to any realty occupied by any Obligor or any of its Subsidiaries, all easements, rights of way, reservations, licenses, covenants encroachments, variations and similar restrictions, charges and encumbrances on title that, in any such case or event, do not secure monetary obligations (other than any Permitted Lien set out in Schedule 9.02) and do not materially impair the use of such property for its intended purposes; (l) Liens on cash held on deposit to secure letters of credit, bank guarantees or similar instruments permitted under Section 9.01(n) in an amount not to exceed the face amount of such letters of credit, bank guarantees or similar instruments, so long as such cash is held in segregated accounts maintained with the issuers of such letters of credit, bank guarantees or similar instruments; (m) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or this Agreement, (ii) such Lien shall not apply to any other property or assets of the Issuer or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such Lien does not secure any Contingent Acquisition Obligation; (i) Liens arising from rights of licensees or licensors, as the case may be, arising under licenses permitted pursuant to Section 9.19, and (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.19; (o) Liens securing Indebtedness permitted by Section 9.01(j); provided that such Lien shall be solely limited to the applicable insurance policies, supporting documentation relating thereto and the Obligor’s right to receive proceeds under such insurance policy with respect to which such Indebtedness has been incurred; (p) 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 of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average), (iii) in respect of Permitted Charters and (iv) maritime Liens (other than in respect of Financial Indebtedness) for amounts not yet due and payable or more than 30 days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $7,500,000 in the aggregate for all Collateral Vessels; (h) with respect only to Collateral Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (qi) Liens ~~referred~~ and other deposits to secure any guarantees to the extent constituting Financial Indebtedness under Section 6.01(i); and (j) Liens solely on any xxxx xxxxxxx money deposits made by any Loan Party or Security Provider in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder. Any reference in any ~~Certificate~~ of ~~Title; (r) Liens securing Indebtedness permitted under Section 9.01(r); or (s) Liens on~~ the ~~Specified Assets so long~~ Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the ~~Specified Assets Conditions are satisfied both immediately before and after giving effect~~ Loan Documents to ~~the creation of~~ any ~~such~~ Permitted Lien.

Appears in 1 contract

Samples: Credit Agreement (Genco Shipping & Trading LTD)

02Liens. ~~The Issuer shall not, and shall not permit any of its Subsidiaries to, create~~Create, incur, assume or permit or suffer to ~~exist~~ exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by ~~it or such Subsidiary~~it, ~~except:~~except the following (collectively, the "Permitted Liens"): (a) inchoate Liens ~~securing~~ for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the ~~Obligations~~effect of preventing the forfeiture or sale of the property subject to any such Lien; (b) Liens in respect of property of any Lien on any property or asset of the Issuer or any of its Subsidiaries existing on the Closing Date and set forth on Schedule 9.02; provided that (i) no such Lien shall extend to any other property or asset of the Issuer or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured by Section 9.01(g); (x) Xxxxx Company Entity imposed by ~~any applicable Law arising~~ Requirements of Law, which were incurred in the ordinary course of ~~business~~business and do not secure Indebtedness for borrowed money, including ~~(but not limited to)~~ carriers’', warehousemen’s 's, materialmen's, landlords', workmen's, suppliers', repairmen's and mechanics~~’ liens, materialmen~~ ' Liens and other similar Liens arising in the ordinary course of ~~business~~ business, and (i) which ~~(x)~~ do not in the aggregate materially detract from the value of the property ~~subject thereto or~~ of the Company Entities, taken as a whole, and do not materially impair the use thereof in the ~~operations~~ operation of the business of ~~such Person or~~ the Company Entities, taken as a whole, and (yii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate ~~proceedings~~proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) or to the extent not listed in such schedule, where such property or assets have a fair market value that does not exceed $10 million in the aggregate and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) secures the same Indebtedness secured by such existing Lien on the Closing Date and refinancing Indebtedness in respect thereof permitted by Section 6.01(a)(iii)(A), and (ii) does not encumber any property other than the property subject to such existing Lien on the Closing Date (any such Lien, an "Existing Lien"); (d) Liens arising out of judgments, attachments or awards not resulting in a Default or an Event of Default; (e) Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of Indebtedness or other obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that with respect to clauses (x), (y) and (z) of this clause (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such ~~Liens and for which adequate reserves have been made if required in accordance with GAAP~~Lien; (ef) ~~pledges or deposits made~~ Leases of the properties of any Company Entity granted by such Company Entity to third parties, in ~~the ordinary course of business in connection with (i) real property leases~~ each case entered into in the ordinary course of ~~business~~such Company Entity's business so long as such Leases do not, ~~(ii) obligations in respect of workers’ compensation, unemployment insurance~~ individually or other similar social security legislation, to the extent permitted pursuant to Section 9.01(m), or (iii) obligations in respect of surety or appeal bonds, bid or performance bonds, or other obligations of a like nature, to the extent permitted pursuant to Section 9.01(l); (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law or by any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, ~~are not material, and which do not in any case materially detract from the value of the property subject thereto or~~ interfere in any material ~~respects~~ respect with the ordinary conduct of the business of any Company Entity; (g) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the ~~Obligors or~~ sale of goods entered into by any Company Entity in the ordinary course of ~~their Subsidiaries~~business in accordance with the past practices of such Company Entity; (h) Other Liens securing Indebtedness, including Indebtedness incurred (x) pursuant to Section 6.01(c) provided that any such Liens attach only to the property being so financed and do not encumber any other property of any Company Entity and (y) pursuant to Section 6.01(m); provided, however, that in no event shall the Borrower or any Subsidiary create, incur or assume or suffer or permit to exist any Lien on any of its property if, after giving effect thereto or as a result thereof, the aggregate principal amount of Priority Debt then outstanding would exceed $75.0 million; (i) Liens in favor of a lessor or sublessor not securing Indebtedness limited to personal property assets and fixtures located within the leased property; (j) Liens securing Indebtedness incurred pursuant to Section 6.01(l) provided that any such Liens attach only to the auction rate securities being so financed and do not encumber any other property of any Company Entity; (k) Liens on or in cash or Cash Equivalents (i) securing Indebtedness in respect of commercial or trade letters of credit incurred pursuant to Section 6.01(j)(ii), and (ii) in an aggregate amount not in excess of $10.0 million securing Indebtedness in respect of standby letters of credit incurred pursuant to Section 6.01(d); (l) 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 any ~~real property~~Company Entity, in each case in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (~~i) such defects~~ either directly or ~~encroachments as might be revealed by an up-to-date survey of such real property; (ii~~indirectly) the ~~reservations, limitations, provisos and conditions expressed~~ repayment of any Indebtedness; (m) licenses of Intellectual Property granted by any Company Entity in the ~~original grant, deed or patent~~ ordinary course of such property by the original owner of such real property pursuant to applicable Law or expressed in any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) business and ~~(iii), are~~ not ~~material, and which do not in any case materially detract from the value of the property subject thereto or interfere~~ interfering in any material ~~respects~~ respect with the ordinary conduct of ~~the~~ business of the Company Entities; (n) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any of such bonds or to support the ~~Obligors~~ issuance thereof) incurred by the Borrower or ~~its Subsidiaries and (iv) leases or subleases of real property~~ any Subsidiary in the ordinary course of business~~; (i) bankers’ liens~~, ~~rights of setoff~~ including those incurred to secure health, safety and ~~similar Liens incurred on deposits made to a bank on deposit accounts to the extent permitted to be made hereunder~~ environmental obligations in the ordinary course of business; (j) any judgment Lien not constituting an Event of Default; (k) interests of lessors and sublessors under operating leases, interests of licensors or sublicensors under license agreements, and with respect to any realty occupied by any Obligor or any of its Subsidiaries, all easements, rights of way, reservations, licenses, covenants encroachments, variations and similar restrictions, charges and encumbrances on title that, in any such case or event, do not secure monetary obligations (other than any Permitted Lien set out in Schedule 9.02) and do not materially impair the use of such property for its intended purposes; (l) Liens on cash held on deposit to secure letters of credit, bank guarantees or similar instruments permitted under Section 9.01(n) in an amount not to exceed the face amount of such letters of credit, bank guarantees or similar instruments, so long as such cash is held in segregated accounts maintained with the issuers of such letters of credit, bank guarantees or similar instruments; (m) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or this Agreement, (ii) such Lien shall not apply to any other property or assets of the Issuer or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such Lien does not secure any Contingent Acquisition Obligation; (i) Liens arising from rights of licensees or licensors, as the case may be, arising under licenses permitted pursuant to Section 9.19, and (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.19;and (o) Liens securing Indebtedness permitted by Section 9.01(j); provided that such Lien shall be solely limited to the applicable insurance policies, supporting documentation relating thereto and the Obligor’s right to receive proceeds under such insurance policy with respect to which such Indebtedness has been incurred; (p) 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 of goods; (q) Liens referred to in~~ any Certificate of Title; (r) Liens securing Indebtedness permitted under Section 9.01(r); or (s) Liens on the Specified Assets so long as the Specified Assets Conditions are satisfied both immediately before and after giving effect to the creation of any such LienCompany Entity.

Appears in 1 contract

Samples: Credit Agreement (Activision Inc /Ny)

02Liens. ~~The Issuer shall not, and shall not permit any of its Subsidiaries to, create~~Create, incur, assume or permit to ~~exist~~ exist, directly or indirectly, any Lien on any ~~property~~ Collateral, whether now owned or hereafter acquired by ~~it or such Subsidiary~~it, ~~except:~~except the following (collectively, the “Permitted Liens”): (a) inchoate Liens ~~securing the Obligations; (b) any Lien on any property~~ for taxes, assessments or ~~asset of the Issuer~~ governmental charges or ~~any of its Subsidiaries existing on the Closing Date~~ levies not yet due and ~~set forth on Schedule 9.02; provided that (i) no such Lien shall extend to any other property~~ payable or ~~asset of the Issuer~~ delinquent and Liens for taxes, assessments or ~~any of its Subsidiaries and (ii) any such Lien shall secure only those obligations~~ governmental charges or levies, which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured by Section 9.01(g); (x) Xxxxx imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens, materialmen and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto immaterial or ~~materially impair the use thereof in the operations of the business of such Person or (y) are~~ being contested in good faith by appropriate ~~proceedings~~proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such ~~Liens and for which adequate reserves have been made if required in accordance with GAAP~~Lien; (eb) ~~pledges or deposits made~~ Liens in respect of property of any Loan Party imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in ~~connection with~~ the ordinary course of business (~~i) real property~~ including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) which, if they secure obligations ~~in respect of workers’ compensation~~that are then due and unpaid, unemployment insurance or other similar social security legislation, to the extent permitted pursuant to Section 9.01(m), or (iii) obligations in respect of surety or appeal bonds, bid or performance bonds, or other obligations of a like nature, to the extent permitted pursuant to Section 9.01(l); (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is are being contested in good faith by appropriate proceedings ~~promptly~~ timely initiated ~~and diligently conducted~~ and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such ~~reserve~~ proceedings) have the effect of preventing the forfeiture or ~~other appropriate provisions~~sale of the property subject to any such Lien; (c) Liens arising out of judgments, ~~if any, as~~ attachments or awards not resulting in an Event of Default and in respect of which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be ~~required~~ secured a subsisting stay of execution pending such appeal or proceedings; (d) Liens (x) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness) or (y) arising by ~~GAAP shall~~ virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (i) such tenders, obligations, bonds, contracts or premiums relate to the business of the Subsidiary Guarantors or the Collateral Vessels, (ii) such Liens do not relate to the incurrence of Indebtedness for borrowed money, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been ~~made~~established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (e) 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 any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (f) Liens granted pursuant to the Loan Documents to secure the Secured Obligations; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law or by any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to applicable Law or expressed in any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or its Subsidiaries and (iv) leases or subleases of real property in the ordinary course of business; (i) bankers’ liens, rights of setoff and similar Liens incurred on deposits made to a bank on deposit accounts to the extent permitted to be made hereunder in the ordinary course of business; (j) any judgment Lien not constituting an Event of Default; (k) interests of lessors and sublessors under operating leases, interests of licensors or sublicensors under license agreements, and with respect to any realty occupied by any Obligor or any of its Subsidiaries, all easements, rights of way, reservations, licenses, covenants encroachments, variations and similar restrictions, charges and encumbrances on title that, in any such case or event, do not secure monetary obligations (other than any Permitted Lien set out in Schedule 9.02) and do not materially impair the use of such property for its intended purposes; (l) Liens on cash held on deposit to secure letters of credit, bank guarantees or similar instruments permitted under Section 9.01(n) in an amount not to exceed the face amount of such letters of credit, bank guarantees or similar instruments, so long as such cash is held in segregated accounts maintained with the issuers of such letters of credit, bank guarantees or similar instruments; (m) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or this Agreement, (ii) such Lien shall not apply to any other property or assets of the Issuer or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such Lien does not secure any Contingent Acquisition Obligation; (i) Liens arising from rights of licensees or licensors, as the case may be, arising under licenses permitted pursuant to Section 9.19, and (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.19; (o) Liens securing Indebtedness permitted by Section 9.01(j); provided that such Lien shall be solely limited to the applicable insurance policies, supporting documentation relating thereto and the Obligor’s right to receive proceeds under such insurance policy with respect to which such Indebtedness has been incurred; (p) 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 of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average) and (iii) maritime Liens (other than in respect of Indebtedness) for amounts not yet due and payable or more than thirty (30) days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $2,500,000 in the aggregate for all Collateral Vessels; (qh) with respect only to Collateral Vessels, Liens ~~referred~~ arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to ~~in any Certificate~~ be confirmed upon the request of ~~Title~~the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (ri) Liens ~~securing Indebtedness~~ solely on any xxxx xxxxxxx money deposits made by any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted ~~under Section 9.01(r); or~~hereunder; (sj) Liens arising pursuant to a Permitted Charter; (k) Liens on Pool Financing Receivables and the ~~Specified Assets so long as the Specified Assets Conditions are satisfied both immediately before and after giving effect~~ proceeds thereof securing Pool Financing Indebtedness; and (l) to the ~~creation~~ extent the Borrower Share Pledge has been delivered, Liens on the Equity Interests in the Borrower in favor of Other Secured Indebtedness subject to the terms of the Intercreditor Agreement. Any reference in any ~~such~~ of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

Appears in 1 contract

Samples: Revolving Credit Agreement (International Seaways, Inc.)

02Liens. ~~The Issuer shall not, and shall not permit any of its Subsidiaries to, create~~Create, incur, assume or permit to ~~exist~~ exist, directly or indirectly, any Lien on any ~~property~~ Collateral, whether now owned or hereafter acquired by ~~it or such Subsidiary~~it, ~~except:~~except the following (collectively, the “Permitted Liens”): (a) inchoate Liens ~~securing the Obligations; (b) any Lien on any property~~ for taxes, assessments or ~~asset of the Issuer~~ governmental charges or ~~any of its Subsidiaries existing on the Closing Date~~ levies not yet due and ~~set forth on Schedule 9.02; provided that (i) no such Lien shall extend to any other property~~ payable or ~~asset of the Issuer~~ delinquent and Liens for taxes, assessments or ~~any of its Subsidiaries and (ii) any such Lien shall secure only those obligations~~ governmental charges or levies, which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured by Section 9.01(g); (x) Xxxxx imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens, materialmen and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto immaterial or ~~materially impair the use thereof in the operations of the business of such Person or (y) are~~ being contested in good faith by appropriate ~~proceedings~~proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such ~~Liens and for which adequate reserves have been made if required in accordance with GAAP~~Lien; (eb) ~~pledges or deposits made~~ Liens in respect of property of any Loan Party imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in ~~connection with~~ the ordinary course of business (~~i) real property~~ including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) which, if they secure obligations ~~in respect of workers’ compensation~~that are then due and unpaid, unemployment insurance or other similar social security legislation, to the extent permitted pursuant to Section 9.01(m), or (iii) obligations in respect of surety or appeal bonds, bid or performance bonds, or other obligations of a like nature, to the extent permitted pursuant to Section 9.01(l); (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is are being contested in good faith by appropriate proceedings ~~promptly~~ timely initiated ~~and diligently conducted~~ and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such ~~reserve~~ proceedings) have the effect of preventing the forfeiture or ~~other appropriate provisions~~sale of the property subject to any such Lien; (c) Liens arising out of judgments, ~~if any, as~~ attachments or awards not resulting in an Event of Default and in respect of which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be ~~required~~ secured a subsisting stay of execution pending such appeal or proceedings; (d) Liens (x) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness) or (y) arising by ~~GAAP shall~~ virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (i) such tenders, obligations, bonds, contracts or premiums relate to the business of the Subsidiary Guarantors or the Collateral Vessels, (ii) such Liens do not relate to the incurrence of Indebtedness for borrowed money, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been ~~made~~established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (e) 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 any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (f) Liens granted pursuant to the Loan Documents to secure the Secured Obligations; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law or by any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to applicable Law or expressed in any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or its Subsidiaries and (iv) leases or subleases of real property in the ordinary course of business; (i) bankers’ liens, rights of setoff and similar Liens incurred on deposits made to a bank on deposit accounts to the extent permitted to be made hereunder in the ordinary course of business; (j) any judgment Lien not constituting an Event of Default; (k) interests of lessors and sublessors under operating leases, interests of licensors or sublicensors under license agreements, and with respect to any realty occupied by any Obligor or any of its Subsidiaries, all easements, rights of way, reservations, licenses, covenants encroachments, variations and similar restrictions, charges and encumbrances on title that, in any such case or event, do not secure monetary obligations (other than any Permitted Lien set out in Schedule 9.02) and do not materially impair the use of such property for its intended purposes; (l) Liens on cash held on deposit to secure letters of credit, bank guarantees or similar instruments permitted under Section 9.01(n) in an amount not to exceed the face amount of such letters of credit, bank guarantees or similar instruments, so long as such cash is held in segregated accounts maintained with the issuers of such letters of credit, bank guarantees or similar instruments; (m) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or this Agreement, (ii) such Lien shall not apply to any other property or assets of the Issuer or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such Lien does not secure any Contingent Acquisition Obligation; (i) Liens arising from rights of licensees or licensors, as the case may be, arising under licenses permitted pursuant to Section 9.19, and (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.19; (o) Liens securing Indebtedness permitted by Section 9.01(j); provided that such Lien shall be solely limited to the applicable insurance policies, supporting documentation relating thereto and the Obligor’s right to receive proceeds under such insurance policy with respect to which such Indebtedness has been incurred; (p) 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 of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average) and (iii) maritime Liens (other than in respect of Indebtedness) for amounts not yet due and payable or more than 30 days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $20,000,000 in the aggregate for all Collateral Vessels; (qh) with respect only to Collateral Vessels, Liens ~~referred~~ arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to ~~in any Certificate~~ be confirmed upon the request of ~~Title~~the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (ri) Liens ~~securing Indebtedness~~ solely on any xxxx xxxxxxx money deposits made by any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted ~~under Section 9.01(r); or~~hereunder; (sj) Liens arising pursuant to a Permitted Charter; and (k) Liens on Pool Financing Receivables and the ~~Specified Assets so long~~ proceeds thereof securing Pool Financing Indebtedness. Any reference in any of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the ~~Specified Assets Conditions are satisfied both immediately before and after giving effect~~ Loan Documents to ~~the creation of~~ any ~~such~~ Permitted Lien.

Appears in 1 contract

Samples: Credit Agreement (International Seaways, Inc.)

02Liens. The ~~Issuer shall~~ Borrower will not, and ~~shall~~ will not permit any ~~of its Subsidiaries~~ Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by ~~it or such Subsidiary~~it, ~~except:~~except for the following (collectively, “Permitted Liens”): (a) Liens ~~securing~~ for (i) taxes, assessments or governmental charges or levies on its property if the ~~Obligations~~same shall not at the time be delinquent or thereafter can be paid without penalty or, provided the Borrower or any Subsidiary have Knowledge or should have had Knowledge of such Liens, are being actively contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books in accordance with GAAP (to the extent required thereby) or (ii) for property taxes on property that the Borrower or any Subsidiary has determined to abandon if the sole recourse for such tax, assessment, charge or claim is to such property; (~~b) any Lien on any property or asset of the Issuer or any of its Subsidiaries existing on the Closing Date and set forth on Schedule 9.02; provided that (~~i) no such Lien shall extend to any other property or asset of the Issuer or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens ~~securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured by Section 9.01(g); (x) Xxxxx~~ imposed by ~~any applicable Law arising in the ordinary course of business~~law, ~~including (but not limited to)~~ such as carriers’, warehousemen’s ’s, materialmen’s, repairmen’s, operators’, royalty, surface damages and mechanics’ ~~liens, materialmen~~ liens and other similar ~~Liens arising~~ liens which arise in the ordinary course of business and (ii) Liens under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the Disposition, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, gathering agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which ~~(x) do not~~ are usual and customary in the ~~aggregate materially detract from the value~~ oil and gas business, in each case of ~~the property subject thereto or materially impair the use thereof~~ this clause (ii), arising in the ~~operations~~ ordinary course of ~~the~~ business which secure payment of ~~such Person~~ obligations not more than 90 days past due or ~~(y)~~ which are being contested in good faith by appropriate proceedings~~, which proceedings have the effect of preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP~~; (ec) ~~pledges or deposits made~~ Liens incurred in the ordinary course of business ~~in connection with~~ (i) ~~real property leases entered into in the ordinary course~~ arising out of ~~business~~pledges or deposits under workmen’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, (ii) ~~obligations in respect~~ on cash or cash equivalents pledged to secure the performance of ~~workers’ compensation~~letters of credit, ~~unemployment insurance~~ bids, tenders, sales contracts, leases (including rent security deposits), statutory obligations, surety, appeal and performance bonds, joint operating agreements or other similar ~~social security legislation~~agreements and other similar obligations not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property (including those to ~~the extent permitted pursuant to Section 9.01(m)~~secure health, safety and environmental obligations) or (iii) consisting of deposits which secure public or statutory obligations ~~in respect~~ of ~~surety~~ the Borrower or any Subsidiary, or surety, custom or appeal ~~bonds, bid~~ bonds to which the Borrower or ~~performance bonds~~any Subsidiary is a party, or the payment of contested taxes or import duties of the Borrower or any Subsidiary; (d) utility easements, building restrictions and such other ~~obligations~~ encumbrances or charges against real property as are of a ~~like nature~~nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries; (e) attachment, ~~to the extent permitted pursuant to Section 9.01(l)~~judgment and other similar Liens arising in connection with court proceedings that would not constitute an Event of Default; (f) Liens securing ~~Taxes, assessments~~ Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of a Loan Party and ~~other governmental charges, the payment~~ (ii) of ~~which~~ any Subsidiary that is not ~~yet due or~~ a Loan Party in favor of any Subsidiary that is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been madenot a Loan Party; (g) ~~servitudes~~Liens on fixed or capital assets acquired, ~~easements, rights of way, restrictions and other similar encumbrances on real property imposed~~ constructed or improved by any applicable Law or by any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors Borrower or any of their Subsidiaries; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to applicable Law or expressed in any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or its Subsidiaries and (iv) leases or subleases of real property in the ordinary course of business; (i) bankers’ liens, rights of setoff and similar Liens incurred on deposits made to a bank on deposit accounts to the extent permitted to be made hereunder in the ordinary course of business; (j) any judgment Lien not constituting an Event of Default; (k) interests of lessors and sublessors under operating leases, interests of licensors or sublicensors under license agreements, and with respect to any realty occupied by any Obligor or any of its Subsidiaries, all easements, rights of way, reservations, licenses, covenants encroachments, variations and similar restrictions, charges and encumbrances on title that, in any such case or event, do not secure monetary obligations (other than any Permitted Lien set out in Schedule 9.02) and do not materially impair the use of such property for its intended purposes; (l) Liens on cash held on deposit to secure letters of credit, bank guarantees or similar instruments permitted under Section 9.01(n) in an amount not to exceed the face amount of such letters of credit, bank guarantees or similar instruments, so long as such cash is held in segregated accounts maintained with the issuers of such letters of credit, bank guarantees or similar instruments; (m) Liens securing Indebtedness permitted under Section 9.01(i)Subsidiary; provided that (i) such ~~Lien is not created in contemplation of or in connection with such Permitted Acquisition or this Agreement~~Liens secure Indebtedness permitted by Section 6.03(b), (ii) such ~~Lien~~ Liens are incurred prior to or within two-hundred seventy (270) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets (other than in the case of any Indebtedness permitted by Section 6.03(b) constituting an extension, renewal, refinancing or replacement to the extent any excess is necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal, refinancing or replacement) and (iv) such Liens shall not apply to any other property or assets of the ~~Issuer~~ Borrower or any ~~of its Subsidiaries~~ Subsidiary (plus improvements on such property, related contracts, intangibles and other ~~than~~ assets that are incidental thereto or arise therefrom, and the proceeds or products thereof); (h) Liens existing on any property or ~~assets being acquired~~ asset prior to the acquisition thereof by any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary pursuant to an acquisition or Investment not prohibited hereunder after the Effective Date prior to the time such ~~Permitted Acquisition~~Person becomes a Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.03(e), (ii) such Liens are not created in contemplation of or in connection with such acquisition or Investment or such Person becoming a Subsidiary, as the case may be and (iii) such ~~Lien~~ Liens shall ~~secure only those obligations that it secured immediately prior~~ not attach to any property or assets of the ~~consummation~~ Borrower or any other Subsidiary; (i) any right which any municipal or governmental body or agency may have by virtue of ~~such Permitted Acquisition~~ any franchise, license, contract or statute to purchase, or designate a purchaser of or order the Disposition of, any Property of the Borrower or any Subsidiary upon payment of reasonable compensation therefor or to terminate any franchise, license or other rights or to regulate the property and business of the Borrower or any Subsidiary; (j) easements, rights-of-way, licenses, restrictions (including zoning restrictions), title defects, exceptions, reservations, deficiencies or irregularities in title, encroachments, protrusions, servitudes, rights, eminent domain or condemnation rights, permits, conditions and covenants and other similar charges or encumbrances (including in any rights of way or other property of the Borrower or its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil or other minerals or timber, and other like purposes, or for joint or common use of real estate, rights of way, facilities and equipment) not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; (k) Liens set forth on Schedule 6.02, and any extensions, renewals and replacements ~~thereof that do not~~ thereof, so long as there is no increase in the ~~outstanding principal amount thereof~~ Indebtedness secured thereby (other than amounts incurred to pay costs of renewal and replacement) and no additional property (ivother than accessions, improvements and replacements in respect of such property) is subject to such ~~Lien does not secure any Contingent Acquisition Obligation~~Lien; (il) ~~Liens arising from~~ rights of ~~licensees~~ lessors under oil, gas or ~~licensors, as~~ mineral leases arising in the ~~case may be, arising under licenses permitted pursuant to Section 9.19, and (ii) any~~ ordinary course ~~interest or title~~ of ~~a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.19~~business; (om) in the event of any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in this Section 6.02 where the principal amount of Indebtedness secured thereby does not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and such extension, renewal or replacement, to the extent not otherwise permitted by this Section 6.02, Liens securing ~~Indebtedness permitted by Section 9.01(j)~~any increase necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal or replacement; provided that such Lien shall be ~~solely~~ limited to all or a part of the ~~applicable insurance policies~~property which secured the Lien so extended, ~~supporting documentation relating thereto~~ renewed or replaced (plus improvements on such property and the ~~Obligor~~proceeds or products thereof); (n) Liens which may attach after the Effective Date to undeveloped real estate not containing Oil and Gas Properties in the ordinary course of the Borrower’s ~~right to receive proceeds under such insurance policy with~~ or any of its Subsidiaries’ real estate sales, development and rental activities; (o) ground leases, subleases, licenses or sublicenses in respect to of real property on which ~~such Indebtedness has been incurred~~facilities owned or leased by the Borrower or any of its Subsidiaries are located; (p) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease, sublease, license or sublicense entered into by the Borrower or any Subsidiary as lessee, sublessee, licensee or sublicensee in the ordinary course of its business and covering only the assets so leased or licensed; (q) Liens arising from precautionary UCC financing statements or similar filings made in respect of operating leases; (r) Liens on cash and cash equivalents in favor of counterparties to Swap Agreements with any Loan Party or any Subsidiary to secure obligations under such Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (s) Liens (to the extent not securing Indebtedness of a type described in clauses (a) or (b) of the definition thereof) created pursuant to construction, operating and maintenance agreements, transportation agreements and other similar agreements and related documents entered in the ordinary course of business; (t) Liens (i) that are contractual rights of set-off, revocation, refund, or chargeback (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled deposits or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (C) relating to purchase orders and other agreements entered in the ordinary course of business, (ii) of a collecting bank arising under Section 4-210 of the UCC on items in the course of collection or (iii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; (u) (i) Liens solely on any xxxx xxxxxxx money deposits or escrow arrangements made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement relating to any acquisition of property permitted hereunder and (ii) Liens consisting of an agreement to Dispose of any property in a transaction permitted by this Agreement; (v) Liens on insurance policies and the proceeds thereof securing the financing of the related insurance premiums permitted under Section 6.03; (w) Liens on the Equity Interests of a joint venture that does not constitute a Subsidiary securing obligations of such joint venture; (x) Liens in favor of customs and ~~revenue~~ revenues authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (qy) Liens ~~referred~~ arising under statutory provisions of applicable Requirements of Law with respect to ~~in any Certificate~~ production of ~~Title~~Hydrocarbons purchased from others; (rz) Liens, titles and interests of licensors of software and other intellectual property licensed by such licensors to the Borrower or any Subsidiary, restrictions and prohibitions on encumbrances and transferability with respect to such Property and the Borrower’s or such Subsidiary’s interests therein imposed by such licenses, and Liens and encumbrances encumbering such licensors’ titles and interests in such Property and to which the Borrower’s or such Subsidiary’s license interests may be subject or subordinate, in each case, whether or not evidenced by UCC financing statement filings or other documents of record, provided that such Liens do not secure Indebtedness of the Borrower or any Subsidiary and do not encumber Property of the Borrower or any Subsidiary other than the Property that is the subject of such licenses; (aa) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any Subsidiary in the ordinary course of business permitted by this Agreement; (bb) Liens arising pursuant to Section 107(l) of CERCLA, or analogous provisions of other equivalent Environmental Law, unless such Lien (i) by action of the lienholder, or by operation of law, takes priority over any Liens arising under the Loan Documents on the property upon which it is a Lien, and (ii) relates to a liability of the Borrower or any Subsidiary that could reasonably be expected to exceed $30,000,000; (cc) Liens on cash or cash equivalents and held by a trustee under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary Redemption provisions defeasing or otherwise discharging the Indebtedness thereunder, in each case solely to the extent the Redemption would be permitted hereunder; (dd) Liens securing ~~Indebtedness permitted under Section 9.01(r)~~the Obligations; orand (see) additional Liens; provided that at the time of incurrence thereof, the aggregate principal amount of the obligations then outstanding and secured in reliance on this clause (ee) shall not exceed 15% of Consolidated Net Tangible Assets. The expansion of obligations secured by Liens on by virtue of accrual of interest, the ~~Specified Assets~~ 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 be deemed to be an incurrence of Liens for purposes of this Section 6.02. For purposes of determining compliance with this Section 6.02, if any Lien (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the ~~Specified Assets Conditions are satisfied both immediately before and after giving effect~~ Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the ~~creation~~ applicable exception as of ~~any~~ the date of such ~~Lien~~reclassification.

Appears in 1 contract

Samples: Credit Agreement (ANTERO RESOURCES Corp)

02Liens. ~~The Issuer shall~~ Such Obligor will not, and ~~shall~~ will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned by it it, or ~~such Subsidiary~~assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations; (b) any Lien on any property or asset of ~~the Issuer~~ Borrower or any of its Subsidiaries existing on the ~~Closing Date~~ date hereof and set forth on in Part II of Schedule ~~9.02~~7.13(b); provided that (i) no such Lien shall extend to any other property or asset of ~~the Issuer~~ Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the ~~Closing Date~~ date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral ~~permitted to be secured by~~ described in Section 9.01(g); (xd) ~~Xxxxx~~ Liens imposed by ~~any applicable Law arising~~ law which were incurred in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ ~~liens, materialmen~~ liens and other similar ~~Liens~~ liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the ~~property~~ Property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the ~~property~~ Property subject to such ~~Liens~~ liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with ~~(i) real property leases entered into in the ordinary course of business, (ii) obligations in respect of~~ workers’ compensation, unemployment insurance or other similar social security legislation, to the extent permitted pursuant to Section 9.01(m), or (iii) obligations in respect of surety or appeal bonds, bid or performance bonds, or other obligations of a like nature, to the extent permitted pursuant to Section 9.01(l); (f) Liens securing ~~Taxes~~taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real ~~property~~ Property imposed by ~~any~~ applicable ~~Law or by any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility~~ Laws and ~~Liens~~ encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere ~~in any material respects~~ with the ordinary conduct of the business of any of the ~~Obligors or any of their Subsidiaries~~Obligors; (h) with respect to any real ~~property~~Property, (iA) such defects or encroachments as might be revealed by an up-to-date survey of such real ~~property~~Property; (iiB) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real ~~property~~ Property pursuant to applicable ~~Law or expressed in any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility~~Laws; and (~~iii~~C) rights of expropriation, access or user or any similar right conferred or reserved by or in ~~any~~ applicable ~~Law~~Laws, which, in the aggregate for ~~clauses~~ (iA), (iiB) and (~~iii~~C), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere ~~in any material respects~~ with the ordinary conduct of the business of any of the ~~Obligors or its Subsidiaries and (iv) leases or subleases of real property in the ordinary course of business~~Obligors; (i) ~~bankers’~~ Liens created under, or arising from the filing of, financing statements in respect of operating leases; (j) judgment liens arising in connection with judgments that do not constitute an Event of Default under Section 11.01(k); provided that the applicable Obligor shall have removed such judgment lien within one hundred eighty (180) days during which execution shall be effectively stayed, or no action shall have been legally taken by the lien holder to attach or levy upon any assets of any Obligor to enforce any such judgment; (k) Bankers liens, rights of setoff and similar Liens incurred on deposits made ~~to a bank on deposit accounts to the extent permitted to be made hereunder~~ in the ordinary course of business; (j) any judgment Lien not constituting an Event of Default; (k) interests of lessors and sublessors under operating leases, interests of licensors or sublicensors under license agreements, and with respect to any realty occupied by any Obligor or any of its Subsidiaries, all easements, rights of way, reservations, licenses, covenants encroachments, variations and similar restrictions, charges and encumbrances on title that, in any such case or event, do not secure monetary obligations (other than any Permitted Lien set out in Schedule 9.02) and do not materially impair the use of such property for its intended purposes; and (l) any other Liens ~~on cash held on deposit to secure letters~~ with underlying Indebtedness not exceeding in the aggregate at any time the product of credit, bank guarantees or similar instruments permitted under Section 9.01(n) in an amount not to exceed the face amount of such letters of credit, bank guarantees or similar instruments, so long as such cash is held in segregated accounts maintained with the issuers of such letters of credit, bank guarantees or similar instruments; (m) Liens securing Indebtedness permitted under Section 9.01(i); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or this Agreement, (ii) such Lien shall not apply to any other property or assets of the Issuer or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such Lien does not secure any Contingent Acquisition Obligation; (i) Liens arising from rights of licensees or licensors, as the case may be, arising under licenses permitted pursuant to Section 9.19, $500,000 and (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement permitted pursuant to Section 9.19; (o) Liens securing Indebtedness permitted by Section 9.01(j)the Basket Multiple; provided that ~~such~~ no Lien shall be solely limited to the applicable insurance policies, supporting documentation relating thereto and the Obligor’s right to receive proceeds under such insurance policy with respect to which such Indebtedness has been incurred; (p) 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 of goods; (q) Liens referred to in any Certificate of Title; (r) Liens securing Indebtedness otherwise permitted under ~~Section 9.01(r); or~~ any of the foregoing Sections 9.02(b) through (sh) ~~Liens on the Specified Assets so long as the Specified Assets Conditions are satisfied both immediately before and after giving effect~~ shall apply to ~~the creation of~~ any ~~such Lien~~Material Intellectual Property.

Appears in 1 contract

Samples: Term Loan Agreement (Axogen, Inc.)

Common use of 02Liens Clause in Contracts