Inconsistent Agreements; Negative Pledge Sample Clauses

Inconsistent Agreements; Negative Pledge. No Loan Party shall, or shall permit any of its Subsidiaries to, enter into any agreement containing any provision which would be violated or breached by any Borrowing by the Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document (including the grant of the Liens in the Collateral pursuant to the Security Documents). No Loan Party shall or shall allow any of its Subsidiaries to create or permit to exist or become effective any encumbrance or restriction on the ability of such Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien in favor of Lender upon any of its properties or revenues or which requires the grant of any security for an obligation if security is granted for the Secured Obligations, except for (i) this Agreement and the other Loan Documents, (ii) covenants in capital leasesCapital Leases and documents creating Liens permitted by Section 6.02(a) prohibiting further Liens on the properties encumbered thereby and Replacement Assets, (iii) customary restrictions in leases and other contracts restricting the assignment or pledge thereof, (iv) any encumbrance or restriction existing under or by reason of applicable law, regulation or rule, (v) any encumbrance or restriction with respect to the subletting, assignment or transfer of any property or asset that is a lease, sublease, license, sublicense, permit, franchise, conveyance or contract or similar property or asset, (vi) any encumbrance or restriction existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Loan Party or any Subsidiary thereof not otherwise prohibited by this Agreement, and customary restrictions contained in purchase agreements and acquisition agreements to the extent in effect pending the consummation of such transaction, (vii) restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not into solely in contemplation of such Persona becoming a Subsidiary, (viii) customary restrictions under any arrangement with any governmental authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests. Notwithstanding the foregoing, the Loan Parties shall not grant any Person, or suffer to exist, control over any deposit accounts or s...
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Inconsistent Agreements; Negative Pledge. Not, and not permit any Subsidiary to, enter into any agreement containing any provision which would (i) be violated or breached by any borrowing of a Loan under this Agreement or by the performance by the Borrower or any Subsidiary of any of its obligations under this Agreement or under any other Loan Document, (ii) prohibit the Borrower or any Subsidiary from granting to the Lender a Lien on any of its assets (except in connection with the Revolving Credit Facility) or (iii) create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make other distributions on its capital stock owned by the Borrower or any other Subsidiary, or pay any Indebtedness owed to the Borrower or any other Subsidiary, (b) make loans or advances to the Borrower or (c) transfer any of its assets or properties to the Borrower.
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Inconsistent Agreements; Negative Pledge. Not, and not suffer or permit any other Loan Party or any other Subsidiary to, enter into any agreement containing any provision which would (i) prohibit the Borrower or any other Loan Party from granting to the Agent and the Lender a Lien on any of its assets or prohibit any other Subsidiary from granting to the Agent and the Lender a Lien on any of its assets, (ii) other than pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (x) pay dividends or make other distributions to the Borrower or any Subsidiary, or pay any Debt owed to the Borrower or any Subsidiary, (y) make loans or advances to the Borrower or any Subsidiary or (z) transfer any of its assets or properties to the Borrower or any Subsidiary except, in each case, the prohibitions and limitations set forth in the Biotest Debt Documents as in existence on the Closing Date or as may be amended pursuant to the terms hereof and the BPC Subordination Agreement, (iii) create or permit to exist or become effective any Lien or encumbrance on the Donor Account (other than in favor of Agent) or (iv) create or permit to exist or become effective any Lien or encumbrance on any Acquired Assets.
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Inconsistent Agreements; Negative Pledge. No Loan Party is currently subject to any agreement which would be violated or breached by any Borrowing by the Borrower hereunder or the performance by any Loan Party of its obligations hereunder or under any other Loan Document. As of the Closing Date, no Loan Party is a party to or bound by any agreement or undertaking or security which prohibits the creation or existence of any Lien upon any of its properties or assets or which requires the grant of security for an obligation if security is granted for the Obligations, other than this Agreement and the other Loan Documents and covenants in documents creating Liens permitted by Section 6.02(b) which prohibit further Liens on properties encumbered thereby or as permitted by Section 6.02(k).
Sample 1
Inconsistent Agreements; Negative Pledge. No Loan Party shall enter into any agreement containing any provision which would be violated or breached by any Borrowing by the Borrower hereunder or by the performance by such Loan Party of any of its Obligations hereunder or under any other Loan Document. No Loan Party shall create or permit to exist or become effective any encumbrance or restriction on the ability of such Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues or which requires the grant of any security for an obligation if security is granted for the Obligations, except for (i) this Agreement and the other Loan Documents, (ii) customary restrictions in leases and other contracts restricting the assignment or pledge thereof, (iii) covenants in documents creating Permitted Liens, and pursuant to documents with respect to Permitted Debt, which documents may prohibit Liens on properties or revenues other than as contemplated by this Agreement, the Security Agreement and the Mortgage in connection with the financing of the Merger.
Sample 1

Related to Inconsistent Agreements; Negative Pledge

  • Negative Pledge Agreements Neither the Borrower nor any Subsidiary will create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Instruments) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property or restricts any Subsidiary from paying dividends to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

  • Negative Pledges, Restrictive Agreements, etc The Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement prohibiting

  • No Negative Pledge Borrower will not enter into or permit to exist any arrangement or agreement, other than pursuant to this Agreement or any Loan Document, which directly or indirectly prohibits or limits the ability of Borrower to or from creating or incurring a Lien on any of its assets, whether now owned or hereafter acquired.

  • Negative Pledge Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:

  • Negative Pledges Each of the Lead Borrower and any Restricted Subsidiary shall not agree or covenant with any Person to restrict in any way its ability to grant any Lien on its assets in favor of the Lenders, other than pursuant to the Intercreditor Agreement or any other intercreditor agreement contemplated by this agreement, and except that this Section 10.10 shall not apply to

  • Negative Pledge Clauses Enter into or suffer to exist or become effective any agreement that prohibits, limits or imposes any condition upon the ability of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired other than (a) this Agreement, the other Loan Documents, and other agreements governing such Indebtedness, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreement governing any Junior Indebtedness, Convertible Notes, Incremental Equivalent Debt, Permitted Surviving Indebtedness, a Replacement Facility or a Permitted Foreign Receivables Facility permitted hereunder so long as the restrictions set forth therein are no more restrictive than the corresponding provisions in the Loan Documents, (d) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (e) the foregoing shall not apply to restrictions and conditions contained in agreements of any Person that becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or agreements assumed from any Person in connection with the acquisition of assets by the Borrower or any Restricted Subsidiary of such Person after the date hereof, provided that such agreements exist at the time such Person becomes a Restricted Subsidiary or such agreements are assumed and in each case are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or the agreements being assumed, (f) any agreement of a Foreign Subsidiary governing Indebtedness permitted to be incurred or permitted to exist under Section 8.2(t), (g) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (h) customary restrictions contained in Indebtedness incurred pursuant to Section 8.2 (provided that such restrictions do not restrict the Liens securing the Obligations), (i) restrictions arising in connection with cash or other deposits permitted under Sections 8.3 or 8.7 and limited to such cash or deposit, (j) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (k) restrictions imposed by any Governmental Authority or arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (l) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

  • Liens; Negative Pledges; Other Matters (a) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.

  • Additional Negative Pledges Create or otherwise cause or suffer to exist or become effective, directly or indirectly, any prohibition or restriction on the creation or existence of any Lien upon any asset of any Consolidated Company, other than pursuant to (i) the terms of any agreement, instrument or other document pursuant to which any Indebtedness permitted by Section 7.01(a) or (b) is incurred by any Consolidated Company, so long as such prohibition or restriction applies only to the property or asset being financed by such Indebtedness, and (ii) any requirement of applicable law or any regulatory authority having jurisdiction over any of the Consolidated Companies.

  • No Negative Pledges (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party except those contained in the Second Lien Indebtedness Documents or in the documents evidencing other Indebtedness permitted hereunder but only to the extent not more restrictive than the restrictions contained in the Second Lien Indebtedness Documents. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of Agent securing Obligations, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to Sections 5.1(h) and 5.1(i), provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (ii) restrictions set forth in a lease of Real Estate if and to the extent same only apply to the Borrower’s leasehold estate created by such lease, and (iii) any prohibition or limitation that (A) exists pursuant to applicable Requirements of Law, (B) consists of customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property permitted under Section 5.2 pending the consummation of such sale or disposition, but only with respect to the property subject to such sale or disposition, (C) restricts licensing or sublicensing or assignment of a contract (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract), or subletting or assignment of any lease governing a leasehold interest, of any Credit Party or Subsidiary thereof permitted hereunder or (D) consists of customary restrictions on the disposition of Real Estate interests found in reciprocal easement agreements of any Credit Party or any of its Subsidiaries which prohibit such dispositions without granting such reciprocal easements.

  • Negative Pledges, Etc Enter into any agreement subsequent to the Closing Date (other than a Loan Document) which (a) prohibits the creation or assumption of any Lien upon any of the Collateral, including, without limitation, any hereafter acquired property, (b) specifically prohibits the amendment or other modification of this Agreement or any other Loan Document, or (c) could reasonably be expected to have a Material Adverse Effect.

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