3Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens for taxes, assessments, or governmental charges or levies not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP; (b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, workmen’s, suppliers’, or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; (c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (d) deposits to secure the performance of bids, tenders trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds, and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISA); (e) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances incurred or minor title deficiencies in the ordinary course of business 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 Group Member; (f) Liens in existence on the Closing Date and listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Closing Date, (ii) the amount of Indebtedness secured or benefitted thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed; (g) Liens securing Indebtedness incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created within three (3) months after the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (iii) the amount of Indebtedness secured thereby is not increased other than in respect of accrued interest or capitalized fees or expenses; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed; (j) judgment Liens that do not constitute an Event of Default under Section 8.1(h) of this Agreement; (k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection; (l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f), and (ii) Liens securing Specified Swap Obligations permitted by Section 7.2(h); (m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person and its Subsidiaries, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2; (n) other Liens securing Indebtedness of any Loan Party in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding; (o) non-exclusive licenses of Intellectual Property granted to third parties or a Group Member by any Group Member in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; provided that any such license pursuant to this clause (o), (x) is consistent with past practices, (y) permits the use by (or license to) the Administrative Agent of the Intellectual Property covered thereby to permit the Administrative Agent, on a royalty free basis, to possess, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase, any Collateral, and (z) does not interfere in any material respect with the ordinary conduct of business of any Group Member; (p) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; (q) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries otherwise permitted under Section 7.2(j); (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business in accordance with the past practices of such Group Member; and (s) the replacement, extension or renewal of any Lien permitted by clause (m) 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.
Appears in 2 contracts
Samples: Credit Agreement (Enfusion, Inc.), Credit Agreement (Enfusion, Inc.)
3Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:
(a) Liens for taxes, assessments, or governmental charges or levies not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP;
(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, workmen’s, suppliers’, or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, tenders trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds, and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISA);
(e) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances incurred or minor title deficiencies in the ordinary course of business 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 Group Member;
(f) Liens in existence on the Closing Date and date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Closing Date, (ii) the amount of Indebtedness secured or benefitted thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;
(g) Liens securing Indebtedness incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created within three (3) months after the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (iii) the amount of Indebtedness secured thereby is not increased other than in respect of accrued interest or capitalized fees or expenses;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed;
(j) judgment Liens that do not constitute an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f), and (ii) Liens securing Specified Swap Obligations permitted by Section 7.2(h);
(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person and its Subsidiaries, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2;
(n) other Liens securing Indebtedness of any Loan Party in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;
(o) non-exclusive licenses of Intellectual Property granted to third parties or a Group Member by any Group Member in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; provided that any such license pursuant to this clause (o), (x) is consistent with past practices, (y) permits the use by (or license to) the Administrative Agent of the Intellectual Property covered thereby to permit the Administrative Agent, on a royalty free basis, to possess, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase, any Collateral, and (z) does not interfere in any material respect with the ordinary conduct of business of any Group Member;
(p) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(q) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries otherwise permitted under Section 7.2(j);
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business in accordance with the past practices of such Group Member; and
(s) the replacement, extension or renewal of any Lien permitted by clause (m) 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.
Appears in 1 contract
Samples: Credit Agreement (Enfusion, Inc.)
3Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:
(a) Liens for taxes, assessments, or governmental charges or levies not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP;;
(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, workmen’s, suppliers’, or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;;
(c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;;
(d) deposits to secure the performance of bids, tenders trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds, and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISA);;
(e) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances incurred or minor title deficiencies in the ordinary course of business 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 Group Member;;
(f) Liens in existence on the Closing Date and date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Closing Date, (ii) the amount of Indebtedness secured or benefitted thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;;
(g) Liens securing Indebtedness incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created within three (3) months after the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (iii) the amount of Indebtedness secured thereby is not increased other than in respect of accrued interest or capitalized fees or expenses;;
(h) Liens created pursuant to the Security Documents;;
(i) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed;;
(j) judgment Liens that do not constitute an Event of Default under Section 8.1(h) of this Agreement;;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;;
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f), and (ii) Liens securing Specified Swap Obligations permitted by Section 7.2(h);;
(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person and its Subsidiaries, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2;;
(n) other Liens securing Indebtedness of any Loan Party in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;
(o) non-exclusive licenses of Intellectual Property granted to third parties or a Group Member by any Group Member in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; provided that any such license pursuant to this clause (o), (x) is consistent with past practices, (y) permits the use by (or license to) the Administrative Agent of the Intellectual Property covered thereby to permit the Administrative Agent, on a royalty free basis, to possess, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase, any Collateral, and (z) does not interfere in any material respect with the ordinary conduct of business of any Group Member;
(p) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;;
(q) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries otherwise permitted under Section 7.2(j);;
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business in accordance with the past practices of such Group Member; andand
(s) the replacement, extension or renewal of any Lien permitted by clause (m) 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.
Appears in 1 contract
Samples: Credit Agreement (Enfusion, Inc.)
3Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:
(a) Liens for taxes, assessments, or governmental charges or levies Taxes not yet due or that are being contested in good faith by appropriate proceedings; , provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;;
(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, workmen’s, suppliers’, ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;;
(c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;;
(d) deposits to secure the performance of bids, tenders trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds, guild agreements and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISA);business;
(e) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances incurred or minor title deficiencies in the ordinary course of business 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 Group Member;Borrower or any of its Subsidiaries;
(f) Liens in existence on the Closing Restatement Effective Date and listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d) (and Liens securing any refinancings, refundings, renewals or extensions thereof as permitted pursuant to Section 7.2(d)), and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Closing Date, (ii) Restatement Effective Date and that the amount of Indebtedness secured or benefitted thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;;
(g) Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition acquisition, construction, repair, replacement or improvement of fixed or capital assetsassets (and Liens securing any refinancings, refundings, renewals or extensions thereof as permitted pursuant to Section 7.2(e)); provided that (ix) such Liens shall be created within three (3) months after substantially simultaneously with the acquisition of such fixed or capital assetsassets or aircraft, as the case may be, (iiy) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, Indebtedness and (iiiz) the amount of Indebtedness secured thereby is not increased other than in respect of accrued interest or capitalized fees or expenses;increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased or licensed;leased;
(ji) judgment Liens that do not constitute an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business from netting services, overdraft protection, Swap Agreements, cash management agreements and otherwise in favor of banks, other depositary institutionsconnection with deposit, securities or and commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management accounts; and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(lj) Liens not otherwise permitted by this Section so long as neither (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f), and the aggregate outstanding principal amount of the obligations secured thereby nor (ii) Liens securing Specified Swap Obligations permitted by Section 7.2(h);
the aggregate fair market value (mdetermined as of the date such Lien is incurred) Liens on property of a Person existing the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $35,000,000 at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Memberany one time; provided that (i) such Liens were not created in contemplation no Default or Event of such acquisition, merger, consolidation or Investment, Default has occurred and is continuing and (ii) such Liens do not extend after giving effect to any assets other than those the incurrence of such Person and its Subsidiaries, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2;
Xxxxx (n) other Liens securing as if such Indebtedness of any Loan Party in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;
(o) non-exclusive licenses of Intellectual Property granted to third parties or a Group Member by any Group Member in had been incurred on the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title last day of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside most recently completed period of four consecutive fiscal quarters of the United States; provided that any Borrower ending prior to such license pursuant to this clause (odate), (xthe Borrower is, at the time of incurrence of such Indebtedness, in pro forma compliance with the covenants set forth in Section 7.1(a) is consistent with past practices, (y) permits the use by (or license to) the Administrative Agent of the Intellectual Property covered thereby to permit the Administrative Agent, on a royalty free basis, to possess, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase, any Collateral, and (z) does not interfere in any material respect with the ordinary conduct of business of any Group Member;
(p) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(q) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries otherwise permitted under Section 7.2(jb);
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business in accordance with the past practices of such Group Member; and
(s) the replacement, extension or renewal of any Lien permitted by clause (m) 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.
Appears in 1 contract
3Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:
(a) Liens for taxes, assessments, or governmental charges or levies not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP;
(b) carriers’', warehousemen’s's, landlord’s's, mechanics’', materialmen’s's, repairmen’s's, workmen’s's, suppliers’', or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, tenders trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds, and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISA);
(e) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances incurred or minor title deficiencies in the ordinary course of business 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 Group Member;
(f) Liens in existence on the Closing Date and date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Closing Date, (ii) the amount of Indebtedness secured or benefitted thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;
(g) Liens securing Indebtedness incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created within three (3) months after the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (iii) the amount of Indebtedness secured thereby is not increased other than in respect of accrued interest or capitalized fees or expenses;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed;
(j) judgment Liens that do not constitute an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ ' Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f), and (ii) Liens securing Specified Swap Obligations permitted by Section 7.2(h);
(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person and its Subsidiaries, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2;
(n) other Liens securing Indebtedness of any Loan Party in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;;
(o) non-exclusive licenses of Intellectual Property granted to third parties or a Group Member by any Group Member in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; provided that any such license pursuant to this clause (o), (x) is consistent with past practices, (y) permits the use by (or license to) the Administrative Agent of the Intellectual Property covered thereby to permit the Administrative Agent, on a royalty free basis, to possess, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase, any Collateral, and (z) does not interfere in any material respect with the ordinary conduct of business of any Group Member; ;
(p) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(q) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries otherwise permitted under Section 7.2(j);
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business in accordance with the past practices of such Group Member; and
(s) the replacement, extension or renewal of any Lien permitted by clause (m) 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.
Appears in 1 contract
Samples: Credit Agreement (Enfusion, Inc.)
3Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except:
(a) Liens for taxes, assessments, or governmental government charges or levies not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP;
(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, workmen’s, suppliers’, ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 60 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and deposits made to secure liability to insurance carriers;
(d) deposits to secure the performance of bids, tenders trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds, bonds and other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISA);
(e) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances incurred or minor title deficiencies in the ordinary course of business 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 Group Member;
(f) Liens in existence on the Closing Date and date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), and any Lien granted as a replacement or substitute therefor) to the Disclosure Letter; provided that (i) no such Lien is spread to cover any additional property after the Closing Date, (ii) the amount of Indebtedness or obligations secured or benefitted thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with, or within three ninety (390) months after days after, the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (iii) the amount of Indebtedness secured thereby is not increased other than in respect of accrued interest or capitalized fees or expensesincreased, except by an amount permitted by Section 7.2(e);
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed;
(j) judgment Liens that do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f7.2(g), and (ii) Liens securing Specified Swap Obligations reimbursement obligations with respect to letters of credit, banker’s acceptances, bank guarantees permitted by Section 7.2(h7.2(g) that encumber documents and other property relating to such letters of credit, and (iii) Liens securing Obligations under any Specified Swap Agreements permitted by Section 7.2(i);
(m) Liens on insurance proceeds in favor of insurance companies granted solely to secured financed insurance premiums;
(n) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person and its Subsidiaries Person, and (iii) the applicable Indebtedness or obligation secured by such Lien is permitted not prohibited under Section 7.2;
(n) other Liens securing Indebtedness of any Loan Party in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;
(o) non-exclusive licenses of Intellectual Property granted to third parties or a Group Member by any Group Member in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; provided that any such license pursuant to this clause (o), (x) is consistent with past practices, (y) permits the use by (or license to) the Administrative Agent of the Intellectual Property covered thereby to permit the Administrative Agent, on a royalty free basis, to possess, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase, any Collateral, and (z) does not interfere in any material respect with the ordinary conduct of business of any Group Member;
(p) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(q) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries otherwise permitted under Section 7.2(j);
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business in accordance with the past practices of such Group Member; and
(s) the replacement, extension or renewal of any Lien permitted by clause (m) 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;
(p) Liens not otherwise permitted by this Section so long as the aggregate outstanding principal amount of the obligations secured thereby (as to all Group Members) $1,000,000 at any one time;
(q) Liens in favor of custom and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods;
(r) Liens on any xxxxxxx money deposits required in connection with a Permitted Acquisition or consisting of xxxxxxx money deposits required in connection with an acquisition of property not otherwise prohibited hereunder;
(s) Liens securing Indebtedness permitted by Section 7.2(q);
(t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Group Members in the ordinary course of business to the extent not prohibited by this Agreement;
(u) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of Group Members in the ordinary course of business;
(v) Liens arising from precautionary Uniform Commercial Code financing statements or similar filings;
(w) Liens on property subject to any Sale Leaseback Transaction permitted hereunder;
(x) (A) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (B) 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 Group Members, taken as a whole; and
(y) Liens of customers on assets provided as “evaluation systems” in the ordinary course of business.
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3Liens. . Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except::
(a) Liens for taxes, assessments, assessments or governmental charges or levies (i) not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of Holdings or its Subsidiaries, as the applicable Group Member case may be, in conformity with GAAP;GAAP and such Liens do not have priority over the Administrative Agent’s Liens or (ii) not required to be paid pursuant to Section 6.3;
(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’smaterialmens’, repairmen’s, workmen’sworkmens’, suppliers’, repairmens’ or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 thirty (30) days or that are being contested in good faith by appropriate proceedings;;
(c) pledges Liens 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;; provided that (i) 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 Lien and (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents;
(d) deposits to secure the performance of bids, tenders trade contracts (other than for borrowed money), leases, government contracts, statutory obligations, surety and appeal bonds, performance and return of money bonds, bonds and other obligations of a like nature nature, each incurred in the ordinary course of business (other than for indebtedness or any Liens arising under ERISAXXXXX);;
(e) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances incurred or encumbrances, and minor title deficiencies on or with respect to any real property, in each case whether now or hereafter in existence, incurred in the ordinary course of business 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 Group MemberHoldings and its Subsidiaries;
(f) the licensing of patents, trademarks, copyrights and other Intellectual Property rights in the ordinary course of business;
(g) Liens in existence on the Closing Date and listed on Schedule 7.3(f7.3(g), securing Indebtedness permitted by Section 7.2(d), and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien is spread shall be extended to cover any additional property after the Closing Date, (ii) Effective Date and that the amount of Indebtedness secured or benefitted thereby is not increased, and increased (iiiit being understood that in the case of this clause (g) the direct individual financings of specific equipment provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or any contingent obligor with respect thereto is not changed;its affiliates);
(gh) Liens securing Indebtedness of Holdings or its Subsidiaries incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; , provided that (i) such Liens shall be created within three (3) months after substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased (it being understood that in the case of this clause (h) individual financings of specific equipment assets provided by one lender may be cross collateralized to other than in respect financings of accrued interest specific equipment provided by such lender or capitalized fees or expensesits affiliates);
(hi) Liens created pursuant to the Security Documents;;
(ij) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member Holdings or its Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensedleased;
(jk) judgment Liens arising out of judgments, attachments or awards that do not constitute an Event of Default under Section 8.1(h) of this Agreement;
(kl) Liens not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to Holdings and its Subsidiaries) exceed the greater of $5,000,000 and 7.5% of LTM Consolidated Adjusted EBITDA at any one time;
(m) any interest or title of a lessor, sublessor, licensor or licensee under any lease or license entered into by the Borrower or any other Subsidiary in the ordinary course of its business;
(n) Liens arising out of a conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(o) Liens arising from precautionary UCC (or equivalent) financing statements filed under operating leases or consignment of goods;
(p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, cash and Cash Equivalents, securities, commodities and other funds Equivalents on deposit in one or more accounts maintained by a Group Memberany Loan Party, in each case arising granted in the ordinary course of business in favor of banks, other depositary institutions, securities the bank or commodities intermediaries or brokerages banks with which such accounts are maintained maintained, securing amounts owing to such banks or financial institutions bank with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) cash deposits arrangements, including those involving pooled accounts and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f), and (ii) Liens securing Specified Swap Obligations permitted by Section 7.2(h);
(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Membernetting arrangements; provided that (i) that, unless such Liens were not created are non-consensual and arise by operation of law, in contemplation of such acquisition, merger, consolidation or Investment, (ii) no case shall any such Liens do not extend to any assets other than those of such Person and its Subsidiaries, and secure (iiieither directly or indirectly) the applicable Indebtedness secured by such Lien is permitted under Section 7.2;
(n) other Liens securing Indebtedness repayment of any Loan Party in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding;
(o) non-exclusive licenses of Intellectual Property granted to third parties or a Group Member by any Group Member in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; provided that any such license pursuant to this clause (o), (x) is consistent with past practices, (y) permits the use by (or license to) the Administrative Agent of the Intellectual Property covered thereby to permit the Administrative Agent, on a royalty free basis, to possess, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase, any Collateral, and (z) does not interfere in any material respect with the ordinary conduct of business of any Group MemberIndebtedness;
(pq) the filing of UCC financing statements Liens attaching solely as a precautionary measure to xxxx xxxxxxx money deposits in connection with operating leases a Permitted Acquisition or consignment other relevant Specified Investment or attaching solely to xxxx xxxxxxx money deposits in connection with an acquisition of goods;
(q) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries property not otherwise permitted under prohibited hereunder, including, without limitation, prohibited pursuant to Section 7.2(j);7.15;
(r) Liens of a collecting bank arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in accordance with effect in the past practices of such Group Member; andrelevant jurisdiction, covering only the items being collected upon;
(s) Xxxxx granted by a Subsidiary that is not a Loan Party in favor of the replacementBorrower or another Loan Party in respect of Indebtedness or other obligations owed by such Subsidiary to the Borrower or such other Loan Party;
(t) Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect thereto under Section 7.2(k);
(u) Liens on property or assets of a person existing at the time such person or asset is acquired or merged with or into or consolidated with any Loan Party or Subsidiary thereof to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Liens (i) do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than such existing Lien and (ii) (1) do not secure Indebtedness in excess of $1,500,000 in the aggregate at any one time outstanding or (2) as at the time such person or asset is acquired or merged with or into or consolidated with any Loan Party or Subsidiary, extension the Total Net Leverage Ratio of Holdings and its Subsidiaries, on a consolidated basis, for the most recently ended four Fiscal Quarter period for which financial statements were required to be delivered pursuant to Section 6.1(a) or renewal (b) does not exceed 3.50:1.00 on a pro forma basis (it being understood that in the case of this clause (u) individual financings of specific equipment provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates);
(v) Liens securing Indebtedness of Foreign Subsidiaries of Holdings incurred pursuant to Section 7.2; provided that such Liens do not at any time encumber any property other than the property of such Foreign Subsidiaries; and
(w) Liens securing junior Lien Indebtedness incurred pursuant to Section 7.2(t); provided that such Liens are subject to an Intercreditor Agreement as described therein. For purposes of determining compliance with this Section 7.3, (i) a Lien need not be incurred solely by reference to one category of Liens permitted by clause the foregoing provisions of this Section 7.3 described in this Section 7.3 but may be incurred under any combination of such categories (mincluding in part under one such category and in part under any other such category), (ii) above upon or in the same property theretofore subject thereto event that a Lien (or any portion thereof) meets the replacementcriteria of one or more of such categories of Liens permitted by the foregoing provisions of this Section 7.3, extension the Borrower shall, in its sole discretion, classify such Lien (or renewal (without increase in any portion thereof) and may include the amount and type of such Lien in one or change more of the clauses of this Section 7.3, (iii) if any Liens securing Permitted Refinancing are incurred to refinance Liens securing Indebtedness initially incurred in any direct reliance on a basket measured by reference to a percentage of LTM Consolidated Adjusted EBITDA, at the time of incurrence, and such Permitted Refinancing would cause the percentage of LTM Consolidated Adjusted EBITDA restriction to be exceeded if calculated based on the LTM Consolidated Adjusted EBITDA on the date of such refinancing, such percentage of LTM Consolidated Adjusted EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such Permitted Refinancing secured by such Liens does not exceed the outstanding principal or contingent obligorcommitted amount (whichever is higher) of the such Indebtedness secured thereby.by such Liens being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing, and (iv) it is understood that a Lien securing Indebtedness that is permitted by the foregoing provisions of this Section 7.3 may secure Debt Obligations with respect to such Indebtedness.
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