Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------ (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Diamond Brands Operating Corp), Credit Agreement (Diamond Brands Operating Corp)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not(a) Prohibition on Liens No Loan Party will, and shall not nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings such Loan Party or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Restricted Subsidiary of Company after the Collateral Documentsdate of this Agreement in a Permitted Acquisition; provided, however, that such Liens exist at the time such Person becomes a Restricted Subsidiary and are not created in anticipation of such acquisition and, in any event, do not in the aggregate secure Indebtedness in excess of $25,000,000 at any time outstanding;
(iii) Liens existing on the date hereof and described in Schedule 7.2 6.2 annexed hereto; ------------;
(iv) Liens securing Indebtedness permitted under subsection 7.1(viiby Section 6.1(m), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred shall rank junior to the Liens on the Collateral securing the Obligations and the beneficiaries thereof (or an agent on their behalf) shall have entered into a customary intercreditor agreement in connection with, or in contemplation of, form and substance reasonably acceptable the acquisition of Administrative Agent and Company that provides that the Liens securing such Subsidiary and such Indebtedness rank junior to the Liens extend to or 133 cover only securing the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; andObligations;
(v) Other Liens on fixed or capital assets acquired, constructed or improved by Company or any of the Restricted Subsidiaries; provided that (i) such security interests secure Indebtedness expressly permitted by Section 6.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within six months after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets, (iv) such security interests shall not apply to any other property or assets of any Loan Party and (v) the amount of Indebtedness (other than with respect to Capital Leases) secured thereby is not increased;
(vi) Liens arising from the precautionary UCC financing statement filings or any applicable filings in a foreign jurisdiction in respect thereof;
(vii) Liens and other interests of lessor in respect of rental obligations under mining leases entered into by Company and the Restricted Subsidiaries in the ordinary course of business;
(viii) Liens in favor of any escrow agent or a seller solely on and in respect of any xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted hereunder;
(ix) additional Liens not otherwise expressly permitted by this Section on any property or asset of any Loan Party securing Indebtedness obligations in an aggregate amount not to exceed exceeding $1,000,000 25,000,000 at any time outstanding; and
(x) Liens arising in the ordinary course of business under sand leases, division orders, contracts for the sale, transportation or exchange of sand, marketing agreements, processing agreements, net profits agreements, development agreements, sand balancing or deferred production agreements and other agreements that are usual and customary for dispositions of mineral rights in respect of the sand business and are for claims which are not delinquent or that are being contested in good faith and by appropriate proceedings for which appropriate reserves have been established to the extent required by and in accordance with GAAP; provided that any such Lien referred to in this Section 6.2(a)(x) does not materially impair the use of the property covered by such Lien for the purposes for which such property is held by Company or any Restricted Subsidiary or materially impair the value of such property subject thereto. Notwithstanding the foregoing, no Loan Party or any of its Restricted Subsidiaries shall enter into any control agreements (as such term is defined in the UCC), other than Control Agreements (I) entered into pursuant to Section 5.11 or the Pledge and Security Agreement or (II) to secure Liens permitted pursuant to clause (a)(viii) above.
Appears in 2 contracts
Samples: Credit Agreement (U.S. Silica Holdings, Inc.), Credit Agreement (U.S. Silica Holdings, Inc.)
Liens and Related Matters. A. PROHIBITION ON LIENS(a) Prohibition on Liens. Holdings shall notNo Principal Company will, and shall not no Principal Company will permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset Property of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings any Principal Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement statement, mortgage, deed of trust or other similar notice of any Lien with respect to any such property, assetProperty, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by a Grantor (including in respect of Capital Leases and Synthetic Leases), or Liens to secure the payment of all or any part of the purchase price of any asset upon the acquisition of such asset by a Grantor or to secure any Indebtedness permitted hereby incurred by a Grantor at the time of or within 90 days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price of such asset; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and the proceeds of Disposition thereof and the principal amount of Indebtedness secured thereby is not increased; and provided, further, that all such Liens do not in the aggregate secure Indebtedness in excess of $2,000,000 at any time;
(iii) Liens described on assets of a Person that becomes a direct or indirect Subsidiary of any Principal Company after the date of this Agreement in Schedule 7.2 annexed hereto; ------------accordance with Section 10.3 hereof, provided, however, that such Liens exist at the time such Person is acquired or becomes a Subsidiary and are not created in anticipation thereof and that such Liens shall apply only to the assets of such acquired Person;
(iv) Liens in existence as of the Closing Date described in Schedule 10.2 annexed hereto;
(v) Liens on the Revolver Collateral (as defined in the Intercreditor Agreement) securing Indebtedness permitted under subsection 7.1(vii), which the Working Capital Facility;
(vi) Liens are existing prior to on the time collateral (as defined in the entity which incurred such relevant intercreditor agreement) securing Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in under each case at the time such entity became a Subsidiary of CompanyPermitted ABL Facility; and
(vvii) Other Liens securing Indebtedness and Contingent Obligations in an aggregate amount not to exceed $1,000,000 2,000,000 at any time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Dialogic Inc.), Credit Agreement (Tennenbaum Capital Partners LLC)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Borrowers or any of its their respective Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit authorize the filing of, or permit to remain in effect, any effective financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) subject to the provisions of the Intercreditor Agreement, Liens granted pursuant to the Collateral DocumentsDocuments to secure the Obligations, the obligations of Borrowers under the CPIH Term Loan Agreement and the obligations to the cash management bank with respect to the Cash Management System;
(iii) Liens existing on the Closing Date and described in Schedule 7.2 6.2 annexed hereto; ------------;
(iv) Liens on assets of Company or any Subsidiary of Company securing refinancing Indebtedness permitted by subsection 6.1(vii), provided that in each case the Liens securing such refinancing Indebtedness shall attach only to the assets that were subject to Liens securing the Indebtedness so refinanced and, if applicable, assets the acquisition of which was financed with the proceeds of such refinancing Indebtedness permitted by subsection 6.1(vii);
(v) Liens on cash collateral of Subsidiaries of Company securing Contingent Obligations permitted under subsection 7.1(vii6.4(v), so long as such cash is provided from funds that would not otherwise be available (due to prohibitions in the underlying agreements relating to Projects) for making dividends and distributions to Company and its other Subsidiaries;
(vi) Liens on cash collateral of Company securing insurance deductibles or self-insurance retentions required by third party insurers in connection with insurance 87 arrangements entered into by Company and its Subsidiaries with such insurers in compliance with subsection 5.4B;
(vii) Liens securing debt service reserve funds, completion obligations and similar accounts and obligations (other than Indebtedness) of Subsidiaries of Company to Persons other than Company and its Subsidiaries and their respective Affiliates, so long as (a) each such obligation is associated with a Project, (b) such Lien is limited to (1) assets associated with such Project (which in any event shall not include assets held by any Borrower other than a Borrower whose sole business is the ownership and/or operation of such Project and substantially all of whose assets are associated with such Project) and/or (2) the equity interests in such Subsidiary, but in the case of clause (2) only if such Subsidiary's sole business is the ownership and/or operation of such Project and substantially all of such Subsidiary's assets are associated with such Project, and (c) such obligation is otherwise permitted under this Agreement;
(viii) Liens are existing prior created pursuant to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that Insurance Premium Financing Arrangements otherwise permitted under this Agreement, so long as such Liens were -------- attach only to gross unearned premiums for the insurance policies;
(ix) Liens on cash collateral of Subsidiaries of Company securing Contingent Obligations permitted under subsection 6.4(iv), so long as such cash is provided from funds that would not incurred otherwise be available (due to prohibitions in connection with, or in contemplation of, the acquisition of such Subsidiary underlying agreements relating to Projects) for making dividends and such Liens extend distributions to or 133 cover only the property Company and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Companyits other Subsidiaries; and
(vx) Other Liens on assets of any Subsidiary of Company securing Indebtedness in an aggregate amount not to exceed exceeding $1,000,000 at any time outstanding1,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Covanta Energy Corp), Credit Agreement (Danielson Holding Corp)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not(a) Prohibition on Liens No Loan Party will, and shall not nor will it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings such Loan Party or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the Collateral Documentsdate of this Agreement in a Permitted Acquisition; provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation of such acquisition and, in any event, do not in the aggregate secure Indebtedness in excess of $5,000,000;
(iii) Liens existing on the date hereof and described in Schedule 7.2 6.2 annexed hereto; ------------;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii)on the ABL Priority Collateral granted in favor of the ABL Lenders and ABL Hedge Agreement Counterparties pursuant to and in accordance with the ABL Loan Documents;
(v) Liens on fixed or capital assets acquired, which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary constructed or improved by Company or any of Companyits Subsidiaries; provided that (i) such security interests secure Indebtedness expressly permitted by Section 6.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within six months after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets, (iv) such security interests shall not apply to any other property or assets of any Loan Party and (v) the amount of Indebtedness (other than with respect to Capital Leases) secured thereby is not increased;
(vi) Liens were -------- not incurred arising from the precautionary UCC financing statement filings or any applicable filings in a foreign jurisdiction in respect thereof;
(vii) Liens and other interests of lessor in respect of rental obligations under mining leases entered into by Company and its Subsidiaries in the ordinary course of business;
(viii) Liens in favor of any escrow agent or a seller solely on and in respect of any xxxx xxxxxxx money deposits made in connection with, with any letter of intent or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Companypurchase agreement permitted hereunder; and
(vix) Other additional Liens not otherwise expressly permitted by this Section on any property or asset of any Loan Party securing Indebtedness obligations in an aggregate amount not to exceed exceeding $1,000,000 5,000,000 at any time outstanding. Notwithstanding the foregoing, no Loan Party or any of its Subsidiaries shall enter into any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to Section 5.12 or the Pledge and Security Agreement or in respect of the ABL Priority Collateral granted in favor of the ABL Lenders pursuant to and in accordance with the ABL Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (U.S. Silica Holdings, Inc.), Credit Agreement (U.S. Silica Holdings, Inc.)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on any Indebtedness on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit 99 the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule SCHEDULE 7.2 annexed hereto; ------------;
(iv) Liens securing Indebtedness permitted under by subsection 7.1(vii), which 6.9;
(v) Liens are existing prior created to secure the purchase price of property or assets; PROVIDED that (a) any such Lien shall attach only to the time property or assets purchased, (b) the entity which incurred Indebtedness secured by any such Indebtedness became a Subsidiary Lien shall not exceed 100% of Company; provided that the purchase price of the property or assets purchased, (c) any such Liens were -------- not incurred in connection with, or in contemplation of, Lien shall be created within 12 months following the acquisition of such Subsidiary property or assets and such Liens extend to or 133 cover only (d) the property and assets principal amount of such entity which were covered Indebtedness secured by such Liens and which were owned by such entity, does not exceed $10,000,000 in each case the aggregate at the time such entity became a Subsidiary of Companyany time; and
(vi) Liens in connection with Indebtedness permitted under subsections 7.1(iii), (v), (vii), (xi) Other and (xii).
B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Liens securing permitted by the provisions of subsection 7.2A, it shall make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness in an aggregate amount secured thereby as long as any such Indebtedness shall be so secured; PROVIDED that, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to exceed $1,000,000 at the creation or assumption of any time outstanding.such Lien not permitted by the provisions of subsection 7.2A.
Appears in 2 contracts
Samples: Credit Agreement (Petco Animal Supplies Inc), Credit Agreement (Petco Animal Supplies Inc)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings such Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens existing on the Closing Date securing Indebtedness described on Schedule 7.1 annexed hereto in Schedule 7.2 annexed hereto; ------------an aggregate principal amount not to exceed $20,000,000;
(iv) Liens securing placed on property, plant or equipment used in the ordinary course of business of Company or any of its Subsidiaries to secure Indebtedness incurred to pay all or a portion of the purchase price thereof; provided that (a) the Lien encumbering such property, plant or equipment does not encumber any other asset of Company or any of its Subsidiaries and (b) the Indebtedness secured thereby is permitted under subsection 7.1(viii);
(a) Liens encumbering assets of a Restricted Acquisition Subsidiary that are granted to secure Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to 7.1(x) at the time the entity which incurred such Indebtedness became a Subsidiary of Companyis assumed by such Restricted Acquisition Subsidiary; provided that such Liens were -------- are not incurred in connection with, or granted in contemplation ofof the Acquisition pursuant to which such Person becomes a Subsidiary of Company, and (b) Liens encumbering the acquisition capital stock of such a Restricted Acquisition Subsidiary and such that are granted to secure Indebtedness permitted under subsection 7.1(x)(b); 112
(a) Liens extend to or 133 cover only the property and encumbering assets of such entity which were covered by such Liens and which were owned by such entity, in each case a Subsidiary of Company that are granted to secure Indebtedness permitted under subsection 7.1(xi) at the time such entity became Indebtedness is originally incurred and (b) Liens encumbering the capital stock of a Subsidiary of CompanyCompany that are granted to secure Indebtedness permitted under subsection 7.1(xi)(b); provided that the aggregate outstanding principal amount of Indebtedness secured by all Liens permitted pursuant to this subsection 7.2(vi) shall at no time exceed $125,000,000, except to the extent that such Subsidiary has granted a Lien on the assets securing any portion of such Indebtedness in excess of $125,000,000 on an equal and ratable basis to Collateral Agent on behalf of Lenders to secure the Obligations;
(vii) Liens on commodities subject to any arrangement permitted under subsection 7.1(xiii); and
(vviii) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 25,000,000 at any time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Amphenol Corp /De/), Credit Agreement (NXS I LLC)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens existing on the Closing Date securing Indebtedness listed on Schedule 7.1;
(iii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing placed on property, plant or equipment used in the ordinary course of business of Company or any of its Subsidiaries to secure Indebtedness incurred to pay all or a portion of the purchase price thereof; PROVIDED that (a) the Lien encumbering such property, plant or equipment does not encumber any other asset of Company or any of its Subsidiaries and (b) the Indebtedness secured thereby is permitted under subsection 7.1(vii), which ;
(a) Liens encumbering assets of a Restricted Acquisition Subsidiary that are granted to secure Indebtedness permitted under subsection 7.1(ix) at the time such Indebtedness is assumed by such Restricted Acquisition Subsidiary; PROVIDED that such Liens are existing prior not granted in contemplation of the Acquisition pursuant to the time the entity which incurred such Indebtedness became Person becomes a Subsidiary of Company; provided that such , and (b) Liens were -------- not incurred in connection with, or in contemplation of, encumbering the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property capital stock and assets of such entity which were covered by such a Restricted Acquisition Subsidiary that are granted to secure Indebtedness permitted under subsection 7.1(ix)(b);
(a) Liens and which were owned by such entity, in each case encumbering assets of a Subsidiary of Company that are granted to secure Indebtedness permitted under subsection 7.1(x) at the time such entity became Indebtedness is originally incurred and (b) Liens encumbering the capital stock and assets of a Subsidiary of CompanyCompany that are granted to secure Indebtedness permitted under subsection 7.1(x)(b); andPROVIDED that the aggregate outstanding principal amount of Indebtedness secured by all Liens permitted pursuant to this subsection 7.2(vi) shall at no time exceed $50,000,000, except to the extent that such Subsidiary has granted a Lien on the assets securing any portion of such Indebtedness in excess of $50,000,000 on an equal and ratable basis to Administrative Agent on behalf of Lenders to secure the Obligations;
(vvii) Liens encumbering (a) Indebtedness permitted under subsections 7.1(viii) and 7.1[(xii)], (b) Contingent Obligations permitted under subsections 7.4(v) and 7.4(ix), and (c) Indetedness permitted under subsection 7.1(ii) to the extent that such Indebtedness arose from Contingent Obligations permitted under subsection 7.4(v) or 7.4(ix);
(viii) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 15,000,000 at any time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Alliance Imaging Inc /De/), Credit Agreement (Alliance Imaging Inc /De/)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens existing on the Closing Date securing Indebtedness described in Schedule on SCHEDULE 7.2 annexed hereto; ------------hereto in an aggregate principal amount not to exceed $5,000,000;
(iv) Liens securing placed on property, plant or equipment used in the ordinary course of business of Borrower or any of its Subsidiaries to secure Indebtedness incurred to pay all or a portion of the purchase price thereof; PROVIDED that (a) the Lien encumbering such property, plant or equipment does not encumber any other asset of Borrower or any of its Subsidiaries and (b) the Indebtedness secured thereby is permitted under subsection 7.1(vii), which ;
(a) Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and encumbering assets of such entity which were covered by such Liens and which were owned by such entity, in each case a Restricted Acquisition Subsidiary that are granted to secure Indebtedness permitted under subsection 7.1(ix) at the time such entity became Indebtedness is assumed by such Restricted Acquisition Subsidiary; PROVIDED that such Liens are not granted in contemplation of the Acquisition pursuant to which such Person becomes a Subsidiary of CompanyBorrower, and (b) Liens encumbering the capital stock of a Restricted Acquisition Subsidiary that are granted to secure Indebtedness permitted under subsection 7.1(ix)(b);
(a) Liens encumbering assets of a Subsidiary of Borrower that are granted to secure Indebtedness permitted under subsection 7.1(x) at the time such Indebtedness is originally incurred and (b) Liens encumbering the capital stock of a Subsidiary of Borrower that are granted to secure Indebtedness permitted under subsection 7.1(x)(b); PROVIDED that the aggregate outstanding principal amount of Indebtedness secured by all Liens permitted pursuant to this subsection 7.2(vi) shall at no time exceed $75,000,000, except to the extent that such Subsidiary has granted a Lien on the assets securing any portion of such Indebtedness in excess of $75,000,000 on an equal and ratable basis to Administrative Agent on behalf of Lenders to secure the Obligations; and
(vvii) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 25,000,000 at any time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Boyds Collection LTD), Credit Agreement (Boyds Collection LTD)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings (a) No Credit Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings its Accounts or any of its Subsidiariesother properties or assets (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7) securing Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach to any other property; (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Credit Party in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (d) Liens securing obligations under the Second Lien Credit Agreement, as long as the principal amount thereof is Indebtedness permitted pursuant to Section 6.3(a)(xii) and such Liens do not attach to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.
(b) The Credit Parties shall not, and shall not cause or permit their Subsidiaries to, directly or indirectly enter into or assume any agreement (other than the Loan Documents or the Second Lien Credit Agreement and related documents) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or acquired and other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
than (i) Permitted Encumbrances;
provisions restricting subletting or assignment under any lease governing a leasehold interest or lease of personal property and (ii) Liens granted pursuant to the Collateral Documents;restrictions on assignments or sublicensing of licensed Intellectual Property.
(iiic) Liens described Except as provided herein or in Schedule 7.2 annexed hereto; ------------
the Second Lien Credit Agreement and related documents, the Credit Parties shall not, and shall not cause or permit their Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (iv1) Liens securing pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by a Credit Party, (2) pay any Indebtedness permitted under subsection 7.1(vii)owed to any Credit Party, which Liens are existing prior (3) make loans or advances to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection withany Credit Party, or in contemplation of, the acquisition (4) transfer any of such Subsidiary and such Liens extend its property or assets to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstandingCredit Party.
Appears in 2 contracts
Samples: Credit Agreement (Navarre Corp /Mn/), Credit Agreement (Navarre Corp /Mn/)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Borrowers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Borrowers or any of its their respective Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit authorize the filing of, or permit to remain in effect, any effective financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) subject to the provisions of the Intercreditor Agreement, Liens granted pursuant to the Collateral DocumentsDocuments to secure the Obligations, the obligations of Borrowers under the CPIH Revolver Credit Agreement and the obligations to the cash management bank with respect to the Cash Management System;
(iii) Liens existing on the Closing Date and described in Schedule 7.2 6.2 annexed hereto; ------------;
(iv) Liens on assets of Company or any Subsidiary of Company securing refinancing Indebtedness permitted by subsection 6.1(vii), provided that in each case the Liens securing such refinancing Indebtedness shall attach only to the assets that were subject to Liens securing the Indebtedness so refinanced and, if applicable, assets the acquisition of which was financed with the proceeds of such refinancing Indebtedness permitted by subsection 6.1(vii);
(v) Liens on cash collateral of Subsidiaries of Company securing Contingent Obligations permitted under subsection 7.1(vii6.4(v), so long as such cash is provided from funds that would not otherwise be available (due to prohibitions in the underlying agreements relating to Projects) for making dividends and distributions to Company and its other Subsidiaries;
(vi) Liens on cash collateral of Company securing insurance deductibles or self-insurance retentions required by third party insurers in connection with insurance arrangements entered into by Company and its Subsidiaries with such insurers in compliance with subsection 5.4B;
(vii) Liens securing debt service reserve funds, completion obligations and similar accounts and obligations (other than Indebtedness) of Subsidiaries of Company to Persons other than Company and its Subsidiaries and their respective Affiliates, so long as (a) each such obligation is associated with a Project, (b) such Lien is limited to (1) assets associated with such Project (which in any event shall not include assets held by any Borrower other than a Borrower whose sole business is the ownership and/or operation of such Project and substantially all of whose assets are associated with such Project) and/or (2) the equity interests in such Subsidiary, but in the case of clause (2) only if such Subsidiary's sole business is the ownership and/or operation of such Project and substantially all of such Subsidiary's assets are associated with such Project, and (c) such obligation is otherwise permitted under this Agreement;
(viii) Liens are existing prior created pursuant to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that Insurance Premium Financing Arrangements otherwise permitted under this Agreement, so long as such Liens were -------- attach only to gross unearned premiums for the insurance policies;
(ix) Liens on cash collateral of Subsidiaries of Company securing Contingent Obligations permitted under subsection 6.4(iv), so long as such cash is provided from funds that would not incurred otherwise be available (due to prohibitions in connection with, or in contemplation of, the acquisition of such Subsidiary underlying agreements relating to Projects) for making dividends and such Liens extend distributions to or 133 cover only the property Company and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Companyits other Subsidiaries; and
(vx) Other Liens on assets of any Subsidiary of Company securing Indebtedness in an aggregate amount not to exceed exceeding $1,000,000 at any time outstanding1,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Danielson Holding Corp), Credit Agreement (Covanta Energy Corp)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall (a) Prohibition on Liens Company will not, and shall not nor will it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its SubsidiariesLoan Party, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted EncumbrancesEncumbrances and Liens arising under the Loan Documents;
(ii) Liens granted securing Indebtedness incurred pursuant to Section 7.1(c); provided that (A) such Liens do not encumber any property other than the Collateral Documentsproperty financed by such Indebtedness and (B) the principal amount of Indebtedness secured thereby is not increased (except (1) to the extent of interest accrued thereon and any fees or expenses incurred in connection therewith and (2) for any extensions, renewals, refinancings or replacements of such Indebtedness, in any such case, without any increase in the principal amount thereof other than for fees, expenses, premiums and accrued amounts paid in connection therewith);
(iii) Liens evidencing Capital Leases to the extent permitted under Section 7.1;
(iv) Liens existing on the Closing Date and described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Companyhereto and continuations or extensions thereof; provided that such Liens were -------- the principal amount of Indebtedness secured thereby is not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Companyincreased; and
(v) Other Liens securing assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation of such acquisition and, in any event, do not in the aggregate secure Indebtedness in an aggregate amount not to exceed excess of $1,000,000 15,000,000 at any time outstandingor attach to or encumber the assets of any other Loan Party. Notwithstanding the foregoing, Company will not, nor will it permit any of its Subsidiaries to, enter into, or suffer to exist, any control agreements (other than in connection with permitted deposits pursuant to this Section 7.2(a)) (as such term is defined in the UCC) other than Control Agreements entered into pursuant to Section 6.14 or the Pledge and Security Agreement.
Appears in 1 contract
Samples: Credit Agreement (Grande Communications Holdings, Inc.)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall Company will not, and shall will not permit any of its Consolidated Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Consolidated Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant described in Schedule B annexed hereto ("Existing Liens") and Liens securing Indebtedness incurred to refinance any Indebtedness secured by Existing Liens so long as (a) the Collateral Documentsprincipal amount of such refinancing Indebtedness does not exceed the greater of (1) the fair market value of the assets subject to such Lien and (2) the principal amount (or, if greater, the committed amount) of the Indebtedness refinanced thereby and (b) such refinancing Indebtedness is not secured by any collateral which did not secure the Indebtedness refinanced thereby;
(iii) Liens described arising from the giving, simultaneously with or within 180 days after the acquisition or construction of real property or tangible personal property, of any purchase money Lien (including vendors' rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property hereafter acquired or constructed and not heretofore owned by Company or any of its Subsidiaries, or from the acquiring hereafter of real property or tangible personal property not heretofore owned by Company or any of its Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in Schedule 7.2 annexed hereto; ------------each case (a) such Lien is limited to such acquired or constructed real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company or any of its Subsidiaries;
(iv) Liens securing Indebtedness encumbering accounts receivable sold and cash reserves established in connection therewith pursuant to any transaction permitted under subsection 7.1(vii6.6(v), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(v) Other Additional Liens securing Indebtedness of Company and its Consolidated Subsidiaries in an aggregate principal amount not to exceed $1,000,000 350,000,000 at any time outstanding.
B. Except as provided herein, Company will not, and will not permit any of its Consolidated Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Effective Date, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Effective Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.1A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f); provided that the terms and conditions of any such agreement are no less favorable to Company than those under the agreement so amended, refinanced or replaced.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Neither Holdings nor Company shall, nor shall not, and shall not it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- on real property or tangible personal property not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were heretofore owned by Company or any of its Subsidiaries (any such entityproperty, including any present or future fixed improvements thereon, being "New Property"), in each case at arising from (a) the time giving, simultaneously with or within 30 days after the acquisition or construction by Company or any of its Subsidiaries thereof, of purchase money Liens (including vendors' rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on any New Property hereafter acquired or constructed by Company or any of its Subsidiaries, or (b) from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (X) such entity became a Subsidiary Lien is limited to -------- ------- such New Property and (Y) the principal amount of Companythe Indebtedness secured by such Lien shall not exceed the cost of such New Property to Company or any of its Subsidiaries; and provided, further that the Indebtedness -------- ------- secured by such Liens is permitted under subsection 7.1(iii)(b); and
(v) Other Liens securing Indebtedness of Company and its Subsidiaries in an aggregate amount not to exceed $1,000,000 2,500,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Wec Co)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statutestatute or any registration under any other applicable law in any jurisdiction, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness evidencing Capital Leases permitted under by subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and7.1;
(v) Other Liens securing in favor of Company created by Glit pursuant to the Glit Subsidiary Documents to secure Glit's Indebtedness to Company under the Glit Subsidiary Note;
(vi) Liens in an favor of Company created by Xxxxx pursuant to the Xxxxx Subsidiary Documents to secure Xxxxx' Indebtedness to Company under the Xxxxx Subsidiary Note;
(vii) Liens on the Real Property Assets of Xxxxx Industries comprising the Xxxxx Industries manufacturing facility located in Mooresville, Indiana to secure Indebtedness permitted by subsection 7.1(vi) so long as such Liens shall apply only to such Real Property Assets and the aggregate amount of all amounts secured by such Liens does not to exceed $1,000,000 at any 900,000, as such amount is reduced due to repayment thereof from time outstanding.to time; and
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries toNo Obligor or Subsidiary ------------------------- shall, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset of any kind their respective Property (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its SubsidiariesCollateral), whether now owned or hereafter acquired, or sell any income such property or profits therefromassets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets or assign any right to receive income, or file or permit the filing of, or permit to remain in effect, of any financing statement under the UCC or any other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:except the following, which are herein collectively referred to as "Permitted --------- Liens": -----
(a) Liens created pursuant to or permitted by the Security Documents;
(b) Liens in existence on the date hereof and identified in Schedule 9.07; -------------
(c) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of Borrower or the affected Subsidiary, as the case may be, in accordance with GAAP;
(d) Liens in respect of Property of Borrower or any Subsidiary imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's, landlords' and mechanics' Liens and other similar Liens arising in the ordinary course of business, in each case for sums the payment of which is not required by Section 9.03;
(e) Pledges or deposits under worker's compensation, unemployment insurance and other social security legislation or the deposits securing the liability to insurance carriers;
(f) Pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) Easements, rights-of-way, restrictions or minor defects or irregularities in title incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Real Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the Real Property subject thereto or interfere with the ordinary conduct of the business of Borrower or any Subsidiary;
(h) Liens upon tangible personal Property acquired after the Original Closing Date by Borrower or any Subsidiary, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost of such Property or improvements thereon; provided, however, that (x) no such Lien shall -------- ------- extend to or cover any Property of Borrower or such Subsidiary other than the Property so acquired and improvements thereon and (y) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the fair market value of such Property at the time it was acquired;
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary on any Property of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case any Person at the time such entity became Person becomes a Subsidiary or is merged or consolidated with or into a Subsidiary and, in each case, not created in contemplation of Companyor in connection with such event; provided, however, that such Liens do -------- ------- not extend to any other Property of Borrower or the Subsidiaries;
(j) Liens (excluding Liens on Collateral) not otherwise permitted hereunder securing obligations not at any time exceeding in the aggregate $15,000,000;
(k) Liens securing obligations under Swap Contracts with any Lender or any Affiliate of any Lender;
(l) Liens consisting of judgment or judicial attachment Liens (including prejudgment attachment) the enforcement of which is effectively stayed or payment of which is covered in full (subject to a customary deductible) by insurance or which do not otherwise result in an Event of Default under Section 10(h);
(m) Liens securing obligations in respect of Capital Leases solely on Property subject to such Capital Leases;
(n) The Commonwealth Option and the Commonwealth Right of First Refusal;
(o) Any extension, renewal or replacement of the foregoing; provided, however, that the Liens permitted hereunder shall -------- ------- not cover any additional Indebtedness (other than Indebtedness permitted to be secured hereunder) or Property (other than like Property substituted for Property covered by such Lien); and
(vp) Other Liens securing Indebtedness in favor of the SPS or the Receivables Financier created or deemed to exist in connection with the Permitted Receivables Financing (including any related filings of any financing statements), but only to the extent that any such Lien relates to the applicable Transferred Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such transaction. Except with respect to (i) specific Property encumbered pursuant to a Lien permitted to be incurred pursuant to this Section 9.07, (ii) specific Property to be sold pursuant to an aggregate amount not executed agreement with respect to exceed $1,000,000 at a Disposition consummated in accordance with this Agreement, or (iii) the documents and instruments executed in connection with the Permitted Receivables Financing (but only to the extent that the related prohibitions against other Liens pertain to the applicable Transferred Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to the Permitted Receivables Financing), no Obligor will, nor will any time outstandingof them permit any of their respective Subsidiaries to, directly or indirectly, enter into any agreement (other than the Basic Documents) prohibiting or restricting in any manner (directly or indirectly and including by way of covenant, representation or warranty or event of default) the creation or assumption of any Lien upon its Property, whether now owned or hereafter acquired.
2.11 Amendment to Section 9.08. Section 9.08 of the Credit Agreement is hereby amended to read in its entirety as follows:
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall will not, and shall will not permit any of its the Subsidiaries to, directly (i) create or indirectly, create, incur, assume incur or permit suffer to be created or incurred or to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or upon any of its Subsidiaries, property or assets of any character whether now owned or hereafter acquired, or any upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or file agree or permit have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the filing ofsame shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; (v) sell, assign, pledge or otherwise transfer any accounts or general intangibles for money due or to become due, chattel paper, instruments or documents creating or evidencing a right to payment of money or other receivables, with or without recourse; or (vi) enter into or permit to remain in effectexist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits Holdings or any financing statement of the Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other similar notice of any Lien with respect to any such property, asset, income or profits security interest other than (1) the restrictions under the Uniform Commercial Code Revolving Credit Documents as in effect on the Closing Date and as amended to the extent permitted by subsection 6.11 in favor of the agent thereunder for the benefit of the lenders and the agent thereunder, (2) the restrictions under the Senior Secured Note Documents as in effect on the Closing Date and as amended to the extent permitted by subsection 6.11, (3) the restrictions under the Opco Credit Documents as in effect on the Closing Date and as amended from time to time to the extent permitted by subsection 6.11, (4) prior to the 2009 Indenture Effective Time, the restrictions under the Existing Senior Secured Note Documents, and (5) customary anti-assignment provisions in leases and licensing agreements entered into by Holdings or any State of the Subsidiaries in the ordinary course of its business; provided that
(a) any of Opco or under any similar recording the Subsidiaries may create or notice statute, exceptincur or suffer to be created or incurred or to exist:
(i) Permitted Encumbrancesliens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by generally accepted accounting principles;
(ii) Liens granted pursuant deposits or pledges made in connection with, or to the Collateral Documentssecure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(iii) Liens described liens in Schedule 7.2 annexed hereto; ------------respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which Holdings or a Subsidiary, as applicable, shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(iv) Liens securing Indebtedness permitted liens of carriers, warehousemen, mechanics and materialmen, and other like liens in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or which are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by generally accepted accounting principles;
(v) encumbrances on Real Property Assets consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under subsection 7.1(vii)leases or subleases to which Holdings or a Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of Holdings interferes materially with the use of the property affected in the ordinary conduct of the business of Holdings and the Subsidiaries, which Liens are defects do not individually or in the aggregate have a materially adverse effect on the business of Holdings and the Subsidiaries on a consolidated basis;
(vi) liens existing prior on the Closing Date and listed and described on Schedule 6.2 hereto;
(vii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date to secure purchase money Indebtedness of the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not type and amount permitted by subsection 6.1, incurred in connection with, or in contemplation of, with the acquisition of such Subsidiary and such Liens extend to property, which security interests or 133 mortgages cover only the real or personal property so acquired;
(viii) liens on tenant improvements securing Indebtedness incurred with respect thereto and which is permitted under subsection 6.1;
(ix) liens upon any of the property or assets of such entity Opco and/or the Subsidiaries created under, or evidenced or governed by, the Senior Secured Note Documents securing Indebtedness permitted by subsection 6.1(a)(viii) and other Note Obligations (as defined in the Senior Secured Note Documents), as in effect on the Closing Date;
(x) liens upon any of the property or assets of Opco and/or the Subsidiaries created under, or evidenced or governed by, the Revolving Credit Documents (or the documents relating to any Permitted Refinancing Indebtedness in respect thereof) securing Indebtedness permitted by subsection 6.1(a)(i);
(xi) liens on Cash in an amount not to exceed $5,000,000 utilized to collateralize letters of credit;
(xii) liens securing Indebtedness incurred under the Existing Senior Secured Note Documents to the extent permitted under Section 6.1;
(xiii) liens on assets of Holdings and the Subsidiaries not otherwise permitted by this subsection; provided that neither the aggregate amount of the obligations secured thereby nor the aggregate fair market value of the assets subject thereto exceeds $500,000 at any time outstanding; and
(xiv) liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto; and
(b) Holdings may create or incur or suffer to be created or incurred or to exist:
(i) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or which were covered are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by such Liens and generally accepted accounting principles;
(ii) liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which were owned by such entityOpco or a Subsidiary, in each case as applicable, shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such entity became a Subsidiary appeal or review;
(iii) liens on insurance policies and the proceeds thereof securing the financing of Companypremiums with respect thereto;
(iv) liens created under, or evidenced or governed by, the Senior Secured Note Documents securing Indebtedness permitted by subsection 6.1(b)(iv) and other Note Obligations (as defined in the Senior Secured Note Documents); and
(v) Other Liens liens created under, or evidenced or governed by, the Revolving Credit Documents (or the documents relating to any Permitted Refinancing Indebtedness in respect thereof) securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstandingpermitted by subsection 6.1(b)(iv).
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens existing on the Closing Date securing Indebtedness and covering the property described in on Schedule 7.2 annexed hereto; ------------;
(iv) Liens securing placed on property, plant or equipment used in the ordinary course of business of Borrower or any of its Subsidiaries to secure Indebtedness incurred to pay all or a portion of the purchase price thereof, including Liens placed in connection with Capital Leases; provided that (a) the Lien encumbering such property, plant or equipment does not encumber any other asset of Borrower or any of its Subsidiaries, (b) such Lien is incurred prior to or within 150 days of the acquisition of such property, and (c) the Indebtedness secured thereby is permitted under subsection 7.1(iii) or (vi); and
(a) Liens encumbering assets of a Subsidiary of Borrower that are granted to secure Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case 7.1(viii) (a) at the time such entity became Indebtedness is originally incurred and (b) Liens encumbering the Capital Stock of a Subsidiary of CompanyBorrower that are granted to secure Subordinated Indebtedness permitted under subsection 7.1(viii)(b); and
(vprovided that the aggregate outstanding principal amount of Indebtedness secured by all Liens permitted pursuant to this subsection 7.2(v) Other Liens securing Indebtedness in an aggregate amount not to shall at no time exceed $1,000,000 at 25,000,000; provided further, that the terms of any time outstandingsuch Subordinated Indebtedness shall be in form and substance satisfactory to Administrative Agent and Requisite Lenders or such Subordinated Indebtedness shall be otherwise subject to an intercreditor agreement in form and substance satisfactory to Administrative Agent and Requisite Lenders.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not(a) Prohibition on Liens No Credit Party will, and shall not nor will it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings such Credit Party or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the Collateral Documentsdate of this Agreement in a Permitted Acquisition; provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation of such acquisition and, in any event, do not in the aggregate secure Indebtedness in excess of $5,750,000;
(iii) Liens existing on the date hereof and described in Schedule 7.2 6.2 annexed hereto; ------------;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii)on the ABL Priority Collateral granted in favor of the ABL Lenders and ABL Hedge Agreement Counterparties pursuant to and in accordance with the ABL Loan Documents;
(v) Liens on fixed or capital assets acquired, which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary constructed or improved by Company or any of Companyits Subsidiaries; provided that (i) such security interests secure Indebtedness expressly permitted by Section 6.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within six months after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets, (iv) such security interests shall not apply to any other property or assets of any Credit Party and (v) the amount of Indebtedness (other than with respect to Capital Leases) secured thereby is not increased;
(vi) Liens were -------- not incurred arising from the precautionary UCC financing statement filings or any applicable filings in a foreign jurisdiction in respect thereof;
(vii) Liens and other interests of lessor in respect of rental obligations under mining leases entered into by Company and its Subsidiaries in the ordinary course of business;
(viii) Liens in favor of any escrow agent or a seller solely on and in respect of any xxxx xxxxxxx money deposits made in connection with, with any letter of intent or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Companypurchase agreement permitted hereunder; and
(vix) Other additional Liens not otherwise expressly permitted by this Section on any property or asset of any Credit Party securing Indebtedness obligations in an aggregate amount not to exceed exceeding $1,000,000 5,750,000 at any time outstanding. Notwithstanding the foregoing, no Credit Party or any of its Subsidiaries shall enter into any control agreements (as such term is defined in the UCC), other than control agreements entered into pursuant to the Senior Loan Documents or in respect of the ABL Priority Collateral granted in favor of the ABL Lenders pursuant to and in accordance with the ABL Loan Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (U.S. Silica Holdings, Inc.)
Liens and Related Matters. A. PROHIBITION ON LIENS. Neither Holdings shall notnor the Company will, and shall the Company will not permit any of its the Subsidiaries to, directly (i) create or indirectly, create, incur, assume incur or permit suffer to be created or incurred or to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or upon any of its Subsidiaries, property or assets of any character whether now owned or hereafter acquired, or any upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or file agree or permit have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the filing ofsame shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; (v) sell, assign, pledge or otherwise transfer any accounts or general intangibles for money due or to become due, chattel paper, instruments or documents creating or evidencing a right to payment of money or other receivables, with or without recourse; or (vi) enter into or permit to remain in effectexist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or any financing statement of the Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other similar notice of any Lien with respect to any such property, asset, income or profits security interest other than (1) the restrictions under the Uniform Commercial Code Revolving Credit Documents as in effect on the Restatement Date and as amended to the extent permitted by subsection 6.11 in favor of the agent thereunder for the benefit of the lenders and the agent thereunder, (2) the restrictions under the Senior Secured Note Documents as in effect on the Restatement Date and as amended to the extent permitted by subsection 6.11, and (3) customary anti-assignment provisions in leases and licensing agreements entered into by the Company or any State of the Subsidiaries in the ordinary course of its business; provided that any of the Company or under any similar recording the Subsidiaries may create or notice statute, exceptincur or suffer to be created or incurred or to exist:
(i) Permitted Encumbrancesliens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by generally accepted accounting principles;
(ii) Liens granted pursuant deposits or pledges made in connection with, or to the Collateral Documentssecure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(iii) Liens described liens in Schedule 7.2 annexed hereto; ------------respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company or a Subsidiary, as applicable, shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(iv) Liens securing liens of carriers, warehousemen, mechanics and materialmen, and other like liens in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or which are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by generally accepted accounting principles;
(v) encumbrances on Real Property Assets consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases or subleases to which the Company or a Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Company and the Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Company and the Subsidiaries on a consolidated basis;
(vi) liens existing on the Restatement Date and listed and described on Schedule 6.2 hereto;
(vii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date to secure purchase money Indebtedness of the type and amount permitted under by subsection 7.1(vii6.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, with the acquisition of such Subsidiary and such Liens extend to property, which security interests or 133 mortgages cover only the real or personal property and assets of such entity which were covered by such Liens so acquired;
(viii) liens on tenant improvements securing Indebtedness incurred with respect thereto and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; andis permitted under subsection 6.1(v) or subsection 6.1(xi);
(vix) Other Liens liens created under, or evidenced or governed by, the Senior Secured Note Documents securing Indebtedness permitted by subsection 6.1(viii) and other Note Obligations (as defined in the Senior Secured Note Documents), as in effect on the Closing Date;
(x) liens created under, or evidenced or governed by, the Revolving Credit Documents (or the documents relating to any Permitted Refinancing Indebtedness in respect thereof) securing Indebtedness permitted by subsection 6.1(ii);
(xi) liens on Cash in an aggregate amount not to exceed $1,000,000 5,000,000 utilized to collateralize letters of credit; and
(xii) liens on assets of the Company and the Subsidiaries not otherwise permitted by this subsection; provided that neither the aggregate amount of the obligations secured thereby nor the aggregate fair market value of the assets subject thereto exceeds $500,000 at any time outstanding.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documentsextent that the Indebtedness secured by any of the Liens described in this subsection 7.2A(ii) is permitted by subsection 7.1(iii) (or permitted by subsection 7.1(xi) in the case of refinancings of Indebtedness permitted by subsection 7.1(iii)), (a) Liens on any asset (other than Collateral) existing at the time of acquisition of such asset by the Company or a Subsidiary, or (b) Liens in respect of Capital Leases and purchase-money Indebtedness, or (c) Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by the Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary at the time of or with ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof, or (d) Liens on assets of a Person that becomes a direct or indirect Subsidiary of the Company after the date of this Agreement (so long as such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation thereof); provided, however, that any Lien described in this subsection 7.2A(ii) shall encumber only the asset so acquired (or the assets owned the Person who becomes a Subsidiary at the time it becomes a Subsidiary) and proceeds thereof, and the amount of Indebtedness secured by any such Lien shall not exceed the fair market value of the encumbered assets;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------existence on the Closing Date that secure Indebtedness under the Existing Receivables Securitization Program or under the Existing 2004 Senior Notes, or 113 CREDIT AGREEMENT Liens that secure Indebtedness under a Permitted Receivables Securitization Program that encumber no more assets (it being understood that a security interest in all Accounts of a Person does not encumber more assets merely because the quantity or value of such Accounts increases from time to time) and are otherwise no less favorable to any Loan Party, any Agent, or any Lender (as determined by each of the Administrative Agent and the Collateral Agent, each in the exercise of its reasonable credit judgment) than the Liens in existence on the Closing Date that secure Indebtedness under the Existing Receivables Securitization Program;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to industrial revenue or pollution control bonds issued by the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided provided, however, that such Liens were -------- not incurred in connection with, or in contemplation of, (a) the acquisition aggregate principal amount of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered Indebtedness secured by such Liens shall not exceed the lesser of cost or fair market value, as determined in good faith by the Governing Body of Holdings, of the assets or property so financed, and which were owned by (b) such entity, in each case at Liens shall not encumber any property or assets of Holdings or any of its Subsidiaries other than the time such entity became a Subsidiary of Companyassets or property so financed; and
(v) Other other Liens (other than Liens on Inventory and Liens on all or substantially all of the otherwise unencumbered assets of the Company) securing Indebtedness in an aggregate amount not to exceed $1,000,000 25,000,000 at any time outstanding.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings (a) No Credit Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings its Accounts or any of its Subsidiariesother properties or assets (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7) securing Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach to any other property; (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Credit Party in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (d) Liens securing obligations under the First Lien Credit Agreement, as long as the principal amount thereof is Indebtedness permitted pursuant to Section 6.3(a)(xii) and such Liens do not attach to any assets that are not subject to Liens securing the Obligations. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.
(b) The Credit Parties shall not, and shall not cause or permit their Subsidiaries to, directly or indirectly enter into or assume any agreement (other than the Loan Documents or the First Lien Credit Agreement and related documents) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or acquired and other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
than (i) Permitted Encumbrances;
provisions restricting subletting or assignment under any lease governing a leasehold interest or lease of personal property and (ii) Liens granted pursuant to the Collateral Documents;restrictions on assignments or sublicensing of licensed Intellectual Property.
(iiic) Liens described Except as provided herein or in Schedule 7.2 annexed hereto; ------------
the First Lien Credit Agreement and related documents, the Credit Parties shall not, and shall not cause or permit their Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (iv1) Liens securing pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by a Credit Party, (2) pay any Indebtedness permitted under subsection 7.1(vii)owed to any Credit Party, which Liens are existing prior (3) make loans or advances to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection withany Credit Party, or in contemplation of, the acquisition (4) transfer any of such Subsidiary and such Liens extend its property or assets to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstandingCredit Party.
Appears in 1 contract
Samples: Credit Agreement (Navarre Corp /Mn/)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries toNo Obligor or Subsidiary shall, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset of any kind their respective Property (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its SubsidiariesCollateral), whether now owned or hereafter acquired, or sell any income such property or profits therefromassets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets or assign any right to receive income, or file or permit the filing of, or permit to remain in effect, of any financing statement under the UCC or any other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, exceptexcept the following, which are herein collectively referred to as "PERMITTED LIENS":
(a) Liens created pursuant to or permitted by the Security Documents;
(b) Liens in existence on the date hereof and identified in SCHEDULE 9.07 (excluding, however, following the making of the initial Loans hereunder, Liens securing Indebtedness to be repaid with the proceeds of such Loans, as indicated on SCHEDULE 7.01(i));
(c) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of Borrower or the affected Subsidiary, as the case may be, in accordance with GAAP;
(d) Liens in respect of Property of Borrower or any Subsidiary imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's, landlords' and mechanics' Liens and other similar Liens arising in the ordinary course of business, in each case for sums the payment of which is not required by Section 9.03;
(e) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation or the deposits securing the liability to insurance carriers;
(f) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions or minor defects or irregularities in title incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Real Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the Real Property subject thereto or interfere with the ordinary conduct of the business of Borrower or any Subsidiary;
(h) Liens upon tangible personal Property acquired after the date hereof by Borrower or any Subsidiary, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost of such Property or improvements thereon; PROVIDED, HOWEVER, that (x) no such Lien shall extend to or cover any Property of Borrower or such Subsidiary other than the Property so acquired and improvements thereon and (y) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the fair market value of such Property at the time it was acquired;
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary on any Property of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case any Person at the time such entity became Person becomes a Subsidiary or is merged or consolidated with or into a Subsidiary and, in each case, not created in contemplation of Companyor in connection with such event; PROVIDED, HOWEVER, that such Liens do not extend to any other Property of Borrower or the Subsidiaries;
(j) Liens (excluding Liens on Collateral) not otherwise permitted hereunder securing obligations not at any time exceeding in the aggregate $10.0 million;
(k) Liens securing obligations under Swap Contracts with Lenders;
(l) Liens consisting of judgment or judicial attachment Liens (including prejudgment attachment) the enforcement of which is effectively stayed or payment of which is covered in full (subject to a customary deductible) by insurance or which do not otherwise result in an Event of Default under Section 10(h);
(m) Liens securing obligations in respect of Capital Leases solely on Property subject to such Capital Leases;
(n) the Barmet Option and the Alchem Option and the right of first refusal of Barmet to purchase the Facility upon a third party offer therefor pursuant to the terms of the Barmet Supply Agreement and the Barmet Right of First Refusal, each as in effect on the date hereof;
(o) any extension, renewal or replacement of the foregoing; PROVIDED, HOWEVER, that the Liens permitted hereunder shall not cover any additional Indebtedness (other than Indebtedness permitted to be secured hereunder) or Property (other than like Property substituted for Property covered by such Lien);
(p) Liens on the facility of Rock Creek securing Indebtedness incurred pursuant to Section 9.08(i); PROVIDED, HOWEVER, that such Liens do not extend to or cover any Property of Borrower or any other Subsidiary; and
(vq) Other Liens on inventory and receivables of Rock Creek securing the Rock Creek Indebtedness; PROVIDED, HOWEVER, that (x) no such Lien extends to or covers any other Property of Rock Creek or any Property of Borrower or any Subsidiary other than Rock Creek and (y) such Liens are released and discharged upon repayment of the Rock Creek Indebtedness as required by Section 9.08(k). Except with respect to (i) specific Property encumbered pursuant to a Lien permitted to be incurred pursuant to this Section 9.07 or (ii) specific Property to be sold pursuant to an executed agreement with respect to a Disposition consummated in an aggregate amount not to exceed $1,000,000 at accordance with this Agreement, no Obligor will, nor will any time outstandingof them permit any of their respective Subsidiaries to, directly or indirectly, enter into any agreement after the date hereof (other than the Basic Documents) prohibiting or restricting in any manner (directly or indirectly and including by way of covenant, representation or warranty or event of default) the creation or assumption of any Lien upon its Property, whether now owned or hereafter acquired.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted created hereunder and pursuant to the Collateral DocumentsDocuments in favor of the Collateral Agent for the benefit of the Lenders and/or the lenders under the Term Loan Credit Agreement securing Loan Parties' obligations under this Agreement, the Term Loan Credit Agreement and/or under Hedge Agreements with any such Lenders and/or lenders or their respective affiliates; provided that such Liens for the benefit of the -------- lenders under this Agreement shall at all times secure the Obligations on a First Priority basis;
(iii) Liens described arising in Schedule 7.2 annexed heretoconnection with Capital Leases permitted under subsection 7.1(iii)(a) and Section 7.9; ------------provided that no such Lien shall -------- extend to or cover any Collateral or assets other than the assets subject to such Capital Leases;
(iv) Liens of landlords arising under lease contracts in the ordinary course of business;
(v) Liens consisting of rights of set-off and off-set of a customary nature or bankers' liens on amounts of deposit, whether arising by contract or operation of law, incurred in the ordinary course of business;
(vi) Liens solely on any xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement entered into by it;
(vii) Liens incurred in connection with the purchase or shipping of goods or assets on the related assets and proceeds thereof in favor of the seller or shipper of such goods or assets;
(viii) Liens securing Indebtedness permitted under by subsection 7.1(vii)7.1(iii)(b) incurred (a) to finance the acquisition, which Liens are existing prior to construction or improvement of any real property or tangible personal property assets acquired or held by Company or any of its Subsidiaries in the time the entity which incurred such Indebtedness became a Subsidiary ordinary course of Companybusiness; provided that (1) such Liens shall be created within 180 days after the -------- acquisition, construction or improvement of such assets, and (2) the principal amount of Indebtedness secured by any such Liens shall at no time exceed 100%, and the proceeds of such Indebtedness shall be used to provide not less than 75%, of the original 115 purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such -------- Indebtedness does not exceed the amount of Indebtedness so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided further, that in the -------- ------- case of clause (a) or (b), (1) such Liens attach solely to the assets financed with such Indebtedness, (2) no recourse may be had under the Indebtedness secured by such Lien against any Person other than the borrower of such Indebtedness for the payment of principal, interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (3) the financial covenants under any Indebtedness secured by such Liens are, in each case, no more restrictive than those set forth in this Agreement;
(ix) Liens securing Indebtedness permitted pursuant to subsection 7.1(ix) to the extent such Liens were -------- not in existence prior to a Permitted Acquisition;
(x) Liens incurred in connection withwith the sale or factoring of accounts receivable by Permitted Foreign Subsidiaries;
(xi) Liens securing Additional Secured Indebtedness;
(xii) Liens securing reimbursement of obligations in respect of documentary letters of credit; provided, or in contemplation ofthat such Liens attach only to the documents, the acquisition goods covered thereby and the proceeds thereof;
(xiii) Liens upon specific items of inventory or other goods and proceeds of the Company or any of its Subsidiaries securing such Person's obligations in respect of bankers' acceptance issued or created or the account of such Subsidiary and such Liens extend Person to facilitate the purchase, shipment or 133 cover only the property and assets storage of such entity which were covered by such inventory or other goods;
(xiv) Liens encumbering customary initial deposits and which were owned by such entitymargin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in each case at the time such entity became a Subsidiary ordinary course of Companybusiness; and
(vxv) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.
Appears in 1 contract
Samples: Revolving Credit Agreement (Anthony Crane Holdings Capital Corp)
Liens and Related Matters. A. PROHIBITION ON LIENS(a) Prohibition on Liens. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist exist, -------------------- directly or indirectly, any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings such Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted EncumbrancesLiens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;
(ii) Liens granted pursuant to the Collateral Documentsclaims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business (x) which are not overdue for a period of more than thirty (30) days or (y) which are being contested in good faith and by appropriate proceedings;
(iii) Liens described consisting of deposits or pledges made in Schedule 7.2 annexed hereto; ------------the ordinary course of business in connection with, or to secure payment of, obligations under workers' compensation, unemployment insurance or similar claims or to secure the performance of tenders, bids, contracts, statutory obligations and other similar obligations;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii)constituting encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary conduct of business;
(v) Liens are existing prior in favor of the Administrative Agent for the benefit of itself and the Lenders, Interest Rate Hedgers, Existing Lender Payees and Agent Noteholder arising under the Loan Documents;
(vi) Liens not otherwise permitted by this Section 10.3 and in ------------ existence on the Closing Date (x) listed on Schedule 6.1(s) and (y) which --------------- may be reflected on the Lien search reports to be delivered to the time Administrative Agent and the entity which incurred such Indebtedness became a Subsidiary of Company; provided Lenders after the Closing Date as described on Schedule 6.1(s) to the extent that such Liens were -------- not incurred in connection with, or in contemplation of, evidence the acquisition interests of such Subsidiary --------------- lessors under Capital Leases (as long as the corresponding Capital Lease Obligation is otherwise permitted hereunder) and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entityoperating leases, in each case at in the time property subject to such entity became a Subsidiary of Companylease, and such other Liens as permitted by the Administrative Agent and Required Lenders; and
(vvii) Other Liens securing Indebtedness extensions, renewals or replacements of any Lien referred to in an aggregate amount not clauses (i) through (vi) above provided that such extension, renewal -------- or replacement is limited to exceed $1,000,000 at any time outstandingthe property originally encumbered thereby.
Appears in 1 contract
Samples: Credit Agreement (Planvista Corp)
Liens and Related Matters. A. PROHIBITION ON LIENS(a) Prohibition on Liens. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist exist, directly or indirectly, any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted EncumbrancesLiens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;
(ii) Liens granted pursuant to the Collateral Documentsclaims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings;
(iii) Liens described consisting of deposits or pledges made in Schedule 7.2 annexed hereto; ------------the ordinary course of business in connection with, or to secure payment of, obligations under workers' compensation, unemployment insurance or similar claims or to secure the performance of tenders, bids, contracts, statutory obligations and other similar obligations;
(iv) Liens constituting encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary conduct of business;
(v) purchase money Liens securing any purchase money Indebtedness permitted under subsection 7.1(viiSection 10.1(d); provided, which Liens are existing prior that the Lien attaches only to the time asset being purchased and does not exceed one hundred percent (100%) of the entity purchase price of such asset;
(vi) Liens in favor of the Administrative Agent for the benefit of itself and the Lenders arising under the Loan Documents;
(vii) Liens not otherwise permitted by this Section 10.3 and in existence on the Closing Date (i) listed on Schedule 6.1(s) and (ii) which incurred such Indebtedness became a Subsidiary of Company; provided may be reflected on the Lien search reports to be delivered to the Administrative Agent and the Lenders after the Closing Date as described on Schedule 6.1(s) to the extent that such Liens were -------- not incurred in connection with, or in contemplation of, evidence the acquisition interests of such Subsidiary lessors under Capital Leases (as long as the corresponding Capital Lease Obligation is otherwise permitted hereunder) and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entityoperating leases, in each case at in the time property subject to such entity became a Subsidiary of Companylease, and such other Liens as permitted by the Administrative Agent and Required Lenders; and
(vviii) Other Liens securing Indebtedness extensions, renewals or replacements of any Lien referred to in an aggregate amount not clauses (i) through (vii) above provided that such extension, renewal or replacement is limited to exceed $1,000,000 at any time outstandingthe property originally encumbered thereby.
Appears in 1 contract
Samples: Credit Agreement (Planvista Corp)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted created pursuant to the Collateral DocumentsDocuments in favor of the Collateral Agent for the benefit of the Lenders and/or the lenders under the AXEL Credit Agreement securing Loan Parties' obligations under this Agreement, the AXEL Credit Agreement and/or under Interest Rate Agreements with any such Lenders and/or lenders or their respective affiliates; provided that such Liens for the benefit of the lenders under -------- the AXEL Credit Agreement shall at all times secure the Obligations;
(iii) Liens described arising in Schedule 7.2 annexed heretoconnection with Capital Leases permitted under subsection 7.1(iii)(a); ------------provided that no such Lien shall extend to or cover -------- any Collateral or assets other than the assets subject to such Capital Leases;
(iv) Liens securing Indebtedness permitted under by subsection 7.1(vii)7.1(iii)(b) incurred (a) to finance the acquisition, which Liens are existing prior to construction or improvement of any real property or tangible personal property assets acquired or held by Company or any of its Subsidiaries in the time the entity which incurred such Indebtedness became a Subsidiary ordinary course of Companybusiness; provided that (1) such Liens were shall be created within 180 days after the -------- not incurred in connection withacquisition, construction or in contemplation of, the acquisition improvement of such Subsidiary assets, and (2) the principal amount of Indebtedness secured by any such Liens extend to or 133 cover only shall at no time exceed 100%, and the property and assets proceeds of such entity Indebtedness shall be used to provide not less than 75%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such Indebtedness does not exceed the -------- amount of Indebtedness so renewed, extended or refinanced which were covered is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided further, that in the case of clause (a) or (b), -------- ------- (1) such Liens attach solely to the assets financed with such Indebtedness, (2) no recourse may be had under the Indebtedness secured by such Lien against any Person other than the borrower of such Indebtedness for the payment of principal, interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (3) the financial covenants under any Indebtedness secured by such Liens and which were owned by such entityare, in each case at case, no more restrictive than those set forth in this Agreement;
(v) Liens on real property or personal property assets of Foreign Subsidiaries of Holdings securing Indebtedness of such Foreign Subsidiaries (other than Indebtedness of the time such entity became a Subsidiary of Companytype permitted to be incurred pursuant to subsection 7.1(v)) permitted under this Agreement; and
(vvi) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 5,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Sealy Corp)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings shall not, and shall not permit -------------------- any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted created pursuant to the Collateral DocumentsDocuments in favor of the Collateral Agent for the benefit of Lenders securing Loan Parties' obligations under this Agreement and/or under Interest Rate Agreements with any such Lenders and/or lenders or their respective affiliates;
(iii) Liens described arising in Schedule 7.2 annexed heretoconnection with Capital Leases permitted under subsection 7.1(iii)(a); ------------provided that no such Lien shall extend to or cover -------- any Collateral or assets other than the assets subject to such Capital Leases;
(iv) Liens securing Indebtedness permitted under by subsection 7.1(vii)7.1(iii)(b) incurred (a) to finance the acquisition, which Liens are existing prior to construction or improvement of any real property or tangible personal property assets acquired or held by Company or any of its Subsidiaries in the time the entity which incurred such Indebtedness became a Subsidiary ordinary course of Companybusiness; provided that (1) such Liens were shall be created within 180 days after the -------- not incurred in connection withacquisition, construction or in contemplation of, the acquisition improvement of such Subsidiary assets, and (2) the principal amount of Indebtedness secured by any such Liens extend to or 133 cover only shall at no time exceed 100%, and the property and assets proceeds of such entity Indebtedness shall be used to provide not less than 75%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such Indebtedness does not exceed the -------- amount of Indebtedness so renewed, extended or refinanced which were covered is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided further, that in the case of clause (a) or (b), -------- ------- (1) such Liens attach solely to the assets financed with such Indebtedness, (2) no recourse may be had under the Indebtedness secured by such Lien against any Person other than the borrower of such Indebtedness for the payment of principal, interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (3) the financial covenants under any Indebtedness secured by such Liens and which were owned by such entityare, in each case at the time such entity became a Subsidiary of Company; andcase, no more restrictive than those set forth in this Agreement;
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 7,500,000 at any time outstanding; and
(vi) Liens securing Indebtedness evidenced by the Minnesota Note.
Appears in 1 contract
Samples: Credit Agreement (Dominos Pizza Government Services Division Inc)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, to create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (real or personal, tangible or intangible) (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens existing on the Closing Date securing Indebtedness and other obligations listed on Schedule 7.1;
(iii) Liens granted pursuant to this Agreement or the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing placed on property, plant or equipment and related assets used in the ordinary course of business of Company or any of its Subsidiaries to secure Indebtedness incurred to pay all or a portion of the purchase price thereof; provided that (a) the Lien encumbering such property, plant or equipment and related assets does not encumber any other asset of Company or any of its Subsidiaries other than similar assets at the same location and (b) the Indebtedness secured thereby is permitted under Section 7.1(vii); provided further that individual financings of such assets provided by a single lender or group of co-lenders may be cross-collateralized to other financings of such assets provided solely by such lender or group;
(v) Liens encumbering assets of a Subsidiary of Company that are granted to secure Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case Section 7.1(ix) at the time such entity became a Subsidiary Indebtedness is originally incurred (and not in contemplation of Company; andthe Acquisition referred to in Section 7.1(ix));
(vvi) Liens encumbering assets constituting “Additional Collateral” as defined in that certain Master Lease Agreement with respect to the 2012 Sale-Leaseback (and the Collateral Agent is hereby authorized and directed to release any liens created pursuant to the Loan Documents on such Additional Collateral);
(vii) Other Liens securing Indebtedness and other obligations in an aggregate amount not to exceed $1,000,000 15,000,000 at any time outstanding;
(viii) Liens on the Collateral securing (x) Permitted Pari Passu Refinancing Debt or any Permitted Refinancing Indebtedness in respect thereof, (y) Permitted Junior Priority Refinancing Debt or any Permitted Refinancing Indebtedness in respect thereof and (z) to the extent such Indebtedness is secured, Credit Agreement Refinancing Indebtedness of the type referred to in clause (d) of the definition thereof, in each case of (x), (y) and (z), subject to intercreditor arrangements reasonably satisfactory to Administrative Agent;
(ix) Liens on Collateral securing Indebtedness permitted under Section 7.1(vi)(b); and
(x) the modification, replacement renewal or extension of any Lien permitted by clauses (ii), (iv), (v) and (vi) of this Section 7.2; provided that (a) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.1(vii) (and any proceeds and products thereof) and (b) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.1.
Appears in 1 contract
Samples: Credit Agreement (Alliance HealthCare Services, Inc)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Parent and Company shall not, and shall not permit any of its Company's Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Parent, Company or any of its Company's Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(iia) Liens on the assets of Company's Foreign Subsidiaries (other than the Canadian Receivables Division) and Liens on the Friedberg, Germany, plant owned by Xxxx & Xxxxxx GmbH, in each case securing Indebtedness permitted under subsection 7.1 (viii) and (b) Liens on the accounts receivable, inventory and proceeds thereof of the Canadian Receivables Division securing Indebtedness permitted under subsection 7.1 (xii);
(iii) Liens on the receivables, inventory and proceeds thereof of BHFS Group securing Indebtedness permitted under subsection 7.1(ix);
(iv) Liens described in SCHEDULE 7.2 annexed hereto;
(v) Liens securing the Contingent Obligations of Company or BHFS with respect to Interest Rate Agreements and Currency Agreements with any Lender or any Affiliates of any Lender that are permitted under subsections 7.4(v) or (vii), as the case may be;
(vi) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(ivvii) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that 7.1(vi) so long as such Liens were -------- do not incurred encumber any asset other than the assets acquired in such Acquisition;
(viii) Any Liens on receivables of Foreign Subsidiaries, the Canadian Receivables Division or BHFS Group arising in connection with, with the sale or in contemplation of, the acquisition pledge of such Subsidiary and such receivables permitted under subsection 7.9 in the ordinary course of business; 100
(ix) Additional Liens extend to or 133 cover only which do not in the property and assets aggregate secure liabilities in excess of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company$10,000,000; and
(vx) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstandingunder Capital Leases permitted under subsection 7.1(xi).
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any -------------------- of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State state or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens securing Indebtedness permitted by subsection 7.1(iii)(c) incurred (a) to finance the acquisition, construction or improvement of any tangible personal property assets, provided that (1) -------- such Liens shall be created within 180 days after the acquisition, construction or improvement of such assets, and (2) the principal amount of Indebtedness secured by any such Liens shall at no time exceed 100%, and the proceeds of such Indebtedness shall be used to provide not less than 80%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in Schedule 7.2 annexed heretoclause (a), provided that -------- the amount of any such Indebtedness does not exceed the 106 amount of Indebtedness so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; ------------provided, that in the case of clause (a) or (b) such Liens attach solely the assets financed with such Indebtedness;
(iv) Liens on any asset securing Indebtedness permitted under subsection 7.1(viiby Section 7.1(iii)(b), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that (a) the proceeds of such Liens were Indebtedness -------- not incurred shall be at least equal to 80% of the fair market value (as determined in connection withgood faith by the Board of Directors, or in contemplation ofany duly authorized committee thereof, the acquisition of Company) of such Subsidiary asset and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case (b) at the time of incurrence of such entity became a Subsidiary Indebtedness, no Event of CompanyDefault shall have occurred and be continuing or would result therefrom;
(v) Liens on assets held under Capital Leases permitted under subsection 7.1(iii)(a); and
(vvi) Other Liens on assets of Company and its Subsidiaries securing Indebtedness in an aggregate amount not to exceed $1,000,000 2,500,000 at any time outstanding.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in on Schedule 7.2 annexed hereto; ------------of the Closing Date Company ------------ Disclosure Letter;
(iv) Liens securing on property or assets acquired by Company or any of its Subsidiaries (other than Inactive Subsidiaries) after the date of this Agreement or on property or assets of any Person which becomes a Subsidiary of Company after the date of this Agreement, provided that (a) such Liens -------- exist at the time such property or assets or the stock of such Person is acquired, (b) such Liens were not created in contemplation of such acquisition and (c) any such Lien shall attach only to the property or assets so acquired;
(v) Liens created to secure the purchase price of property or assets, provided that (a) any such Lien shall attach only to the property -------- or assets so purchased, (b) the Indebtedness secured by any such Lien shall not exceed 100% of the purchase price of the property or assets purchased, and (c) any such Lien shall be created within 180 days following the acquisition of such property or assets;
(vi) Liens on property or assets of any Foreign Subsidiary of Company created to secure Indebtedness permitted under subsection 7.1(vii7.1(xi), which ;
(vii) Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection withwith the extension, renewal or refinancing of the Indebtedness secured by the Liens described in contemplation of, the acquisition of such Subsidiary clauses (iv) and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company(v) above; and
(vviii) Other other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 500,000 at any time outstandingtime.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State state or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;described in Schedule 7.2A annexed hereto; -------------
(iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases and any other title retention or deferred purchase devices) in real or tangible personal property of Company or any of its Subsidiaries acquired after the Closing Date and existing or created at the time of acquisition thereof or within one hundred eighty (180) days thereafter, and the renewal, extension and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, that -------- the Indebtedness secured by such Lien is permitted by subsection 7.1(v); provided, further, that such Liens described do not at any time (including, without -------- ------- limitation, in Schedule 7.2 annexed hereto; ------------connection with any renewal, extension and refunding) cover or encumber any assets or property other than the assets or property financed by such Indebtedness;
(iv) Liens securing on the assets of any Foreign Subsidiary that secure only the Indebtedness permitted under subsection 7.1(viipursuant to Section 7.1(xi), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and;
(v) Other Liens on assets of Company and its Subsidiaries not otherwise permitted under this subsection 7.2A, securing Indebtedness obligations in an aggregate amount not to exceed $1,000,000 5,000,000 at any time outstanding;
(vi) Liens securing any Indebtedness permitted pursuant to Section 7.1(xii); provided that such Liens only encumber the assets acquired in the -------- related Permitted Acquisition and; provided further that such Liens were -------- ------- not granted in contemplation of the related Permitted Acquisition; and
(vii) Liens in favor of the Collateral Agent granted pursuant to the Collateral Documents or granted in favor of any Agent or Lender pursuant to subsection 10.4 hereof.
Appears in 1 contract
Samples: Credit Agreement (Microclock Inc)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries toNo Obligor or Subsidiary shall, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset of any kind their respective Property (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its SubsidiariesCollateral), whether now owned or hereafter acquired, or sell any income such property or profits therefromassets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets or assign any right to receive income, or file or permit the filing of, or permit to remain in effect, of any financing statement under the UCC or any other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, exceptexcept the following, which are herein collectively referred to as "Permitted Liens":
(a) Liens created pursuant to or permitted by the Security Documents;
(b) Liens in existence on the Original Closing Date and identified in Schedule 9.07 (excluding, however, following the making of the initial Revolving Credit Loans on the Original Closing Date, Liens securing Indebtedness that was repaid with the proceeds of such Revolving Credit Loans, as indicated on Schedule 7.01(i) to the Original Credit Agreement);
(c) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of Borrower or the affected Subsidiary, as the case may be, in accordance with GAAP;
(d) Liens in respect of Property of Borrower or any Subsidiary imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's, landlords' and mechanics' Liens and other similar Liens arising in the ordinary course of business, in each case for sums the payment of which is not required by Section 9.03;
(e) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation or the deposits securing the liability to insurance carriers;
(f) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions or minor defects or irregularities in title incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Real Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the Real Property subject thereto or interfere with the ordinary conduct of the business of Borrower or any Subsidiary;
(h) Liens upon tangible personal Property acquired after the Original Closing Date by Borrower or any Subsidiary, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost of such Property or improvements thereon; provided, however, that (x) no such Lien shall extend to or cover any Property of Borrower or such Subsidiary other than the Property so acquired and improvements thereon and (y) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the fair market value of such Property at the time it was acquired;
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary on any Property of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case any Person at the time such entity became Person becomes a Subsidiary or is merged or consolidated with or into a Subsidiary and, in each case, not created in contemplation of Companyor in connection with such event; provided, however, that such Liens do not extend to any other Property of Borrower or the Subsidiaries;
(j) Liens (excluding Liens on Collateral) not otherwise permitted hereunder securing obligations not at any time exceeding in the aggregate $15.0 million;
(k) Liens securing obligations under Swap Contracts with any Lender or any Affiliate of any Lender;
(l) Liens consisting of judgment or judicial attachment Liens (including prejudgment attachment) the enforcement of which is effectively stayed or payment of which is covered in full (subject to a customary deductible) by insurance or which do not otherwise result in an Event of Default under Section 10(h);
(m) Liens securing obligations in respect of Capital Leases solely on Property subject to such Capital Leases;
(n) the Barmet Option and, until the Alchem Closing Date, the Alchem Option, and the right of first refusal of Barmet to purchase the Facility upon a third party offer therefor pursuant to the terms of the Barmet Supply Agreement and the Barmet Right of First Refusal, each as in effect on the Original Closing Date;
(o) any extension, renewal or replacement of the foregoing; provided, however, that the Liens permitted hereunder shall not cover any additional Indebtedness (other than Indebtedness permitted to be secured hereunder) or Property (other than like Property substituted for Property covered by such Lien);
(p) Liens on the facility of Rock Creek securing Indebtedness incurred pursuant to Section 9.08(i); provided, however, that such Liens do not extend to or cover any Property of Borrower or any other Subsidiary;
(q) [Reserved]; and
(vr) Other Liens securing the Indebtedness assumed in the Alchem Acquisition on the Property of Alchem securing such Indebtedness as of the Alchem Closing Date; provided, however, that no such Lien extends to or covers any other Property of Borrower or any other Subsidiary. Except with respect to (i) specific Property encumbered pursuant to a Lien permitted to be incurred pursuant to this Section 9.07 or (ii) specific Property to be sold pursuant to an aggregate amount not executed agreement with respect to exceed $1,000,000 at a Disposition consummated in accordance with this Agreement, no Obligor will, nor will any time outstandingof them permit any of their respective Subsidiaries to, directly or indirectly, enter into any agreement after the Original Closing Date (other than the Basic Documents) prohibiting or restricting in any manner (directly or indirectly and including by way of covenant, representation or warranty or event of default) the creation or assumption of any Lien upon its Property, whether now owned or hereafter acquired.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company and each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company, any Borrower or any of its their Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 SCHEDULE B annexed hereto; ------------hereto ("EXISTING LIENS") and Liens securing Indebtedness incurred to refinance any Indebtedness secured by Existing Liens so long as (a) the principal amount of such refinancing Indebtedness does not exceed the greater of (1) the fair market value of the assets subject to such Lien and (2) the principal amount (or, if greater, the committed amount) of the Indebtedness refinanced thereby and (b) such refinancing Indebtedness is not secured by any collateral which did not secure the Indebtedness refinanced thereby;
(iv) Liens securing Purchase Money Indebtedness permitted by subsection 6.1(x) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors' rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) of real property or tangible personal property hereafter acquired, constructed or improved and not heretofore owned by Company, any Borrower or any of its Subsidiaries, or from the acquiring hereafter of real property or tangible personal property not heretofore owned by Company, any Borrower or any of its Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; PROVIDED, HOWEVER, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Subsidiary;
(v) Liens encumbering accounts receivable sold and cash reserves established in connection therewith pursuant to any transaction permitted under subsection 7.1(vii6.7(vi), which ;
(vi) Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Companyon acquired assets securing Acquired Indebtedness; provided PROVIDED that such Liens were -------- not incurred in connection with, or in contemplation of, created prior to the acquisition of such Subsidiary and such acquired assets or acquired Subsidiary;
(vii) Liens extend to or 133 cover only the property and on assets of such entity which were covered by such Liens the Harbor Capital Subsidiaries and which were owned by such entity, on the escrow account established in each case at connection with the time such entity became a Subsidiary of Company; andHarbor Capital Asset Sale securing the Harbor Capital Post-Closing Obligations;
(vviii) Other In addition to Liens permitted by the other clauses of this subsection, Liens on the assets of Foreign Subsidiaries securing Indebtedness or other obligations of such Foreign Subsidiaries (other than the Australian Offshore Borrowers, the UK Offshore Borrowers and Offshore Guarantors);
(ix) In addition to Liens permitted by the other clauses of this subsection, Liens securing Indebtedness or Contingent Obligations of Company and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 200,000,000 at any time outstanding.; and
(x) Liens securing Receivables Sale Indebtedness; PROVIDED that such Liens encumber solely the receivables so sold. 118
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State State, the PPSA of any province or territory in Canada or under any similar filing, recording or notice statute, except:
(i) Permitted Encumbrances;; 113
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(ivA) Liens securing Indebtedness permitted under subsection 7.1(viiincurred to finance the acquisition, construction or improvement of any real property assets acquired or held by Company or any of its Subsidiaries in the ordinary course of business (hereinafter referred to individually as a "PURCHASE MONEY MORTGAGE") and (B) purchase money mortgages or security interests, conditional sale arrangements and other similar security interests on motor vehicles and equipment acquired by Company or any Subsidiary (hereinafter referred to individually as a "PURCHASE MONEY SECURITY INTEREST"); provided, however, that:
(a) the aggregate amount of Indebtedness outstanding at any time secured by Purchase Money Mortgages and Purchase Money Security Interests shall not exceed US$20,000,000 or the Equivalent Amount in any other currency;
(b) the transaction in which Liens are existing prior any Purchase Money Mortgage or Purchase Money Security Interest is proposed to be created is not then prohibited by this Agreement;
(c) any Purchase Money Mortgage or Purchase Money Security Interest shall attach only to the time property or asset acquired, constructed or improved (in the entity which incurred case of a Purchase Money Mortgage) or acquired (in the case of a Purchase Money Security Interest) in such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- transaction and, in each case, shall not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only any other assets or properties of Company, or, as the case may be, a Subsidiary;
(d) the Indebtedness secured or covered by any Purchase Money Mortgage or Purchase Money Security Interest shall not exceed the lesser of the cost or fair market value of the property or asset acquired and assets shall not be renewed, extended or prepaid from the proceeds of such entity which were covered any borrowing by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; andCompany or any Subsidiary;
(viv) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 US$10,000,000 or the Equivalent Amount in any other currency at any time outstanding;
(v) Liens existing on the Closing Date set forth on Schedule 7.2A(v) or extending (without increasing the amount of Indebtedness secured by such Lien at the time of such extension) any of the Liens set forth on Schedule 7.2A(v);
(vi) Liens securing Indebtedness permitted by subsection 7.1(vii) on property or assets of a Person existing at the time such Person is merged into or consolidated with Company or any Wholly-Owned North American Subsidiary of Company or becomes a Wholly-Owned North American Subsidiary of Company; provided that such Liens were not incurred in connection with, in contemplation of, or for the purpose of facilitating the financing of, such merger, consolidation or acquisition;
(vii) Liens securing payment of Currency Agreements or Interest Rate Agreements, in each case to the extent the counterparty to any such agreement is (or at the time such agreement was entered into, was) a Lender or an Affiliate of a Lender; and
(viii) Third Priority Liens securing Indebtedness of Canadian Borrower and/or any of its Wholly-Owned North American Subsidiaries due and owing to Company; provided that (a) such Indebtedness is permitted by subsection 7.1(iv), (b)(1) such Indebtedness is pledged to Collateral Agent for the benefit of Lenders pursuant to the applicable Collateral Document and (2) such Third Priority Liens are collaterally assigned to Collateral Agent for the benefit of Lenders pursuant to the applicable Collateral Document and (c) such Liens are granted pursuant to documentation reasonably satisfactory in form and substance to Collateral Agent and its counsel;
(ix) Second Priority Liens on assets of (a) Company and its Subsidiaries, and (b) Subsidiary Guarantors under the US Subsidiary Guaranty securing Indebtedness of Company under the Term Loan Agreement; and
(x) Liens on assets of any Off-Balance Sheet Subsidiary securing Indebtedness of such Off-Balance Sheet Subsidiary used solely to finance Off-Balance Sheet New Build Capital Expenditures of such Off-Balance Sheet Subsidiary.
B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Liens excepted by the provisions of subsection 7.2A, it shall make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided that, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to the creation or assumption of any such Lien not permitted by the provisions of subsection 7.2A.
Appears in 1 contract
Samples: Priority Secured Credit Agreement (Loews Cineplex Entertainment Corp)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted created hereunder and pursuant to the Collateral DocumentsDocuments in favor of the Collateral Agent for the benefit of the Lenders and/or the lenders under the Second Priority Term Loan Credit Agreement securing Loan Parties' obligations under this Agreement, the Second Priority Term Loan Credit Agreement and/or under Hedge Agreements with any such Lenders and/or lenders or their respective affiliates;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------created under the Third Priority Term Loan Documents securing the obligations thereunder;
(iv) Deposits held by landlords pursuant to lease contracts in the ordinary course of business provided that the aggregate amount of such deposits related to real estate leases shall not exceed $500,000 in the aggregate at any time;
(v) Liens consisting of rights of set-off and off-set of a customary nature or bankers' liens on amounts of deposit, whether arising by contract or operation of law, incurred in the ordinary course of business, other than such rights of set-off and off-set with respect to the Obligations;
(vi) Liens solely on any xxxx xxxxxxx money deposits made by Holdings, Company or any of its Subsidiaries or Transitory Subsidiaries in connection with any 118 letter of intent or purchase agreement entered into by it in connection with a Permitted Acquisition;
(vii) Liens on goods or assets in favor of the seller or shipper of such goods or assets (a) existing in favor of the seller or shipper of such goods or assets while in transit, (b) existing in favor of the seller of such goods during periods when such goods or assets are being tested, provided that such Liens do not secure Indebtedness to such seller with respect to such goods or assets, or (c) securing accounts payable with respect to such goods or assets, provided that such accounts payable are current in the ordinary course of business and in no event longer than one hundred twenty (120) days from the date such account payable arises;
(viii) Liens securing Indebtedness permitted under subsection 7.1(vii)7.1 (iii) incurred (a) to finance the acquisition, which Liens are existing prior to construction or improvement of any real property or tangible personal property acquired by Company or any of its Subsidiaries in the time the entity which incurred such Indebtedness became a Subsidiary ordinary course of Companybusiness; provided that (1) such Liens shall be created within 180 days after the acquisition, construction or improvement of such assets, and (2) the principal amount of Indebtedness secured by any such Liens shall at no time exceed 100%, and the proceeds of such Indebtedness shall be used to provide not less than 75%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such Indebtedness does not exceed the amount of Indebtedness so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided, further, that in the case of clause (a) or (b), (1) such Liens attach solely to the assets financed with such Indebtedness, together with asset sale proceeds from the sale of such assets and any casualty insurance proceeds received with respect to the destruction of or damage to such assets, (2) no recourse may be had under the Indebtedness secured by such Lien against any Person other than the borrower of such Indebtedness for the payment of principal, interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (3) the financial covenants under any Indebtedness secured by such Liens are, in each case, no more restrictive than those set forth in this Agreement;
(ix) Liens securing Indebtedness permitted pursuant to subsection 7.1(ix) to the extent such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend existence prior to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of CompanyPermitted Acquisition; and
(vx) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 2,000,000 at any time outstanding. Notwithstanding anything contained herein to the contrary, the aggregate amount of Indebtedness and other liabilities secured by Liens permitted under clauses (v), (vi) and (x) above shall not exceed $4,000,000 outstanding at any time.
Appears in 1 contract
Samples: Credit Agreement (Anthony Crane Rental Holdings Lp)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Borrowers shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Borrowers or any of its their Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset or of the Person owning such asset by Borrowers or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset or Person owning such asset upon the acquisition of such asset or Person by Borrowers or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Borrowers or a Subsidiary at the time of or within ninety days after the acquisition of such asset or Person, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply -------- ------- only to the Collateral Documentsasset so acquired or the assets of such Person so acquired and proceeds thereof; and provided further, that all such Liens do not in the -------- ------- aggregate secure Indebtedness in excess of $5,000,000 at any time outstanding;
(iii) Liens existing on the Effective Date which are described in Schedule 7.2 annexed hereto; ------------------------ 101
(iv) Liens securing any other Indebtedness which is permitted to be secured from time to time under subsection 7.1(viisubsections 7.1(ii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with(iii), or in contemplation of(vii), the acquisition of such Subsidiary (viii) and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company(ix); and
(v) Other Liens securing any modification, extension, renewal, replacement or refinancing of the Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstandingsecured by a Lien described above.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Amf Bowling Worldwide Inc)
Liens and Related Matters. A. PROHIBITION ON LIENS. Neither Holdings shall notnor the Company will, and shall the Company will not permit any of its the Subsidiaries to, directly (i) create or indirectly, create, incur, assume incur or permit suffer to be created or incurred or to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or upon any of its Subsidiaries, property or assets of any character whether now owned or hereafter acquired, or any upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or file agree or permit have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the filing ofsame shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; (v) sell, assign, pledge or otherwise transfer any accounts or general intangibles for money due or to become due, chattel paper, instruments or documents creating or evidencing a right to payment of money or other receivables, with or without recourse; or (vi) enter into or permit to remain in effectexist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or any financing statement of the Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other similar notice of any Lien with respect to any such property, asset, income or profits security interest other than (1) the restrictions under the Uniform Commercial Code Revolving Credit Documents as in effect on the Restatement Date and as amended to the extent permitted by subsection 6.10 in favor of the agent thereunder for the benefit of the lenders and the agent thereunder, (2) the restrictions under the Senior Secured Note Documents as in effect on the Restatement Date and as amended to the extent permitted by subsection 6.10, (3) prior to the 2009 Indenture Effective Time, the restrictions under the Existing Senior Secured Note Documents, (4) the restrictions under the Holdings Credit Documents as in effect on the Restatement Date and as amended from time to time to the extent permitted by subsection 6.10, and (5) customary anti-assignment provisions in leases and licensing agreements entered into by the Company or any State of the Subsidiaries in the ordinary course of its business; provided that
(a) any of the Company or under any similar recording the Subsidiaries may create or notice statute, exceptincur or suffer to be created or incurred or to exist:
(i) Permitted Encumbrancesliens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by generally accepted accounting principles;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred deposits or pledges made in connection with, or in contemplation to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iii) liens in respect of judgments or awards that have been in force for less than the acquisition applicable period for taking an appeal so long as execution is not levied thereunder or in respect of such Subsidiary and such Liens extend to which the Company or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entitya Subsidiary, in each case as applicable, shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such entity became a Subsidiary of Company; and
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.appeal or review;
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Parent or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(ii) Permitted Encumbrances;
(iii) existing Liens described in Schedule 7.2 6.2 annexed hereto; ------------and
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are on any asset existing prior to at the time of acquisition of such asset by Parent or any of the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection withStation Borrowers, or in contemplation of, Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such Subsidiary and such Liens extend asset by Parent or any of the Station Borrowers or to secure any Indebtedness permitted hereby incurred by Parent or 133 cover only any of the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case Station Borrowers at the time of or within ninety days after the acquisition of such entity became a Subsidiary asset, which Indebtedness is incurred for the purpose of Companyfinancing all or any part of the purchase price thereof; and
(v) Other provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens securing do not in the aggregate secure Indebtedness in an aggregate amount not to exceed excess of $1,000,000 250,000 at any time outstandingtime. For the avoidance of doubt, each of the Loan Parties is hereby prohibited from providing Liens to secure the Indebtedness of Granite under the Indenture or for any other Indebtedness of Granite and its Subsidiaries.
B. Equitable Lien in Favor of Lenders. If Parent or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Liens excepted by the provisions of subsection 6.2A, it shall make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided that, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to the creation or assumption of any such Lien not permitted by the provisions of subsection 6.2A.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; PROVIDED, HOWEVER, that the Lien shall apply only to the asset so acquired and proceeds thereof; and PROVIDED FURTHER, that all such Liens do not in the aggregate secure Indebtedness that, together with the aggregate amount of all Capital Leases entered into pursuant to the Collateral Documentssubsection 7.1(iii), exceeds $15,000,000 at any time;
(iii) Liens described on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement, PROVIDED, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in Schedule 7.2 annexed hereto; ------------anticipation thereof and, in any event, do not in the aggregate secure Indebtedness in excess of $2,500,000 at any time;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred described in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; andSCHEDULE 7.2 annexed hereto;
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 2,000,000 at any time outstanding; and
(vi) Liens securing Indebtedness replacing or renewing the Indebtedness secured by Liens described in clauses (ii), (iii) and (iv) of this subsection 7.2A; PROVIDED that such Liens encumber the same property encumbered by the original Liens and no other property and the principal or commitment amount of Indebtedness secured thereby does not increase.
Appears in 1 contract
Samples: Credit Agreement (FTD Inc)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings (a) No Credit Party shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings its Accounts or any of its Subsidiariesother properties or assets (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7) securing Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided that the principal amount so secured is not increased and the Lien does not attach to any other property; and (c) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Credit Party in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than $250,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase and does not exceed 100% of the purchase price of the subject assets). In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in favor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.
(b) The Credit Parties shall not, and shall not cause or permit their Subsidiaries to, directly or indirectly enter into or assume any agreement (other than the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or acquired and other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
than (i) Permitted Encumbrances;
provisions restricting subletting or assignment under any lease governing a leasehold interest or lease of personal property and (ii) Liens granted pursuant to the Collateral Documents;restrictions on assignments or sublicensing of licensed Intellectual Property.
(iiic) Liens described in Schedule 7.2 annexed hereto; ------------
Except as provided herein, the Credit Parties shall not, and shall not cause or permit their Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (iv1) Liens securing pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by a Credit Party, (2) pay any Indebtedness permitted under subsection 7.1(vii)owed to any Credit Party, which Liens are existing prior (3) make loans or advances to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection withany Credit Party, or in contemplation of, the acquisition (4) transfer any of such Subsidiary and such Liens extend its property or assets to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstandingCredit Party.
Appears in 1 contract
Samples: Credit Agreement (Navarre Corp /Mn/)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted created hereunder and pursuant to the Collateral DocumentsDocuments in favor of the Collateral Agent for the benefit of the Lenders and/or the lenders under the Second Priority Term Loan Credit Agreement securing Loan Parties' obligations under this Agreement, the Second Priority Term Loan Credit Agreement and/or under Hedge Agreements with any such Lenders 129 and/or lenders or their respective affiliates; provided that such Liens for -------- the benefit of the lenders under this Agreement shall at all times secure the Obligations on a First Priority basis;
(iii) Liens described arising in Schedule 7.2 annexed heretoconnection with Capital Leases permitted under subsection 7.1(iii)(a) and Section 7.9; ------------provided that no such Lien shall -------- extend to or cover any Collateral or assets other than the assets subject to such Capital Leases;
(iv) Liens of landlords arising under lease contracts in the ordinary course of business;
(v) Liens consisting of rights of set-off and off-set of a customary nature or bankers' liens on amounts of deposit, whether arising by contract or operation of law, incurred in the ordinary course of business;
(vi) Liens solely on any xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries or Transitory Subsidiaries in connection with any letter of intent or purchase agreement entered into by it and any of the foregoing Liens may be created or incurred by Holdings in connection with a Permitted Acquisition by or through Transitory Subsidiary only to the extent that Company would have been permitted to create or incur such Liens with respect to a Permitted Acquisition;
(vii) Liens incurred in connection with the purchase or shipping of goods or assets on the related assets and proceeds thereof in favor of the seller or shipper of such goods or assets;
(viii) Liens securing Indebtedness permitted under by subsection 7.1(vii)7.1(iii)(b) incurred (a) to finance the acquisition, which Liens are existing prior to construction or improvement of any real property or tangible personal property assets acquired or held by Company or any of its Subsidiaries in the time the entity which incurred such Indebtedness became a Subsidiary ordinary course of Companybusiness; provided that (1) such Liens shall be created within 180 days after the -------- acquisition, construction or improvement of such assets, and (2) the principal amount of Indebtedness secured by any such Liens shall at no time exceed 100%, and the proceeds of such Indebtedness shall be used to provide not less than 75%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such Indebtedness does not exceed the -------- amount of Indebtedness so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided further, that in the case of clause (a) or (b), -------- ------- (1) such Liens attach solely to the assets financed with such Indebtedness, (2) no recourse may be had under the Indebtedness secured by such Lien against any Person other than the borrower of such Indebtedness for the payment of principal, interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (3) the financial covenants under any Indebtedness secured by such Liens are, in each case, no more restrictive than those set forth in this Agreement; 130
(ix) Liens securing Indebtedness permitted pursuant to subsection 7.1(ix) to the extent such Liens were -------- not in existence prior to a Permitted Acquisition;
(x) Liens incurred in connection withwith the sale or factoring of accounts receivable by Permitted Foreign Subsidiaries;
(xi) Liens securing Additional Secured Indebtedness;
(xii) Liens securing reimbursement of obligations in respect of documentary letters of credit; provided, or in contemplation ofthat such Liens attach only to the documents, the acquisition goods covered thereby and the proceeds thereof;
(xiii) Liens upon specific items of inventory or other goods and proceeds of the Company or any of its Subsidiaries securing such Person's obligations in respect of bankers' acceptance issued or created or the account of such Subsidiary and such Liens extend Person to facilitate the purchase, shipment or 133 cover only the property and assets storage of such entity which were covered by such inventory or other goods;
(xiv) Liens encumbering customary initial deposits and which were owned by such entitymargin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in each case at the time such entity became a Subsidiary ordinary course of Companybusiness; and
(vxv) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 2,000,000 at any time outstanding.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall (i) The Company will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien Lien, or file or execute or agree to the execution of any financing statement, on or with respect to to, the assets of Company or any property or asset of any kind Subsidiary (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries), whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(iA) Permitted EncumbrancesLiens for taxes, assessments or other governmental charges or levies not yet due and payable, and not required to be paid by the Company or any of its Subsidiaries under Section 5.01(e);
(iiB) statutory Liens granted pursuant of landlords and Liens of carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law and not required to be paid by the Collateral DocumentsCompany or any of its Subsidiaries under Section 5.01(e);
(iiiC) Liens described (other than any Lien imposed by ERISA) incurred or deposits made in Schedule 7.2 annexed hereto; ------------the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(ivD) minor Liens securing Indebtedness on the property or assets of the Company or any of its Subsidiaries which do not in the aggregate materially detract from the value of such property or assets or materially impair their use in the operation of the business of the Company or such Subsidiary, as the case may be;
(E) the rights of set-off and banker's liens granted or confirmed to the Lenders under this Agreement or any other Loan Document and rights of set-off and banker's liens granted or confirmed to the holders of other Debt permitted under subsection 7.1(vii), which this Agreement or any other Loan Document;
(F) any Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary in existence on property of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case any Person at the time such entity became Person becomes a Subsidiary of Company; andthe Company or is merged into any Subsidiary of the Company and not created in contemplation of such event;
(vG) Other attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; and provided that any such judgment does not constitute an Event of Default;
(H) Liens created by (x) any Subsidiary of the Company in favor of the Company or (y) any Subsidiary of the Company in favor of another Subsidiary of the Company, securing Indebtedness in an aggregate amount obligations of such Subsidiary owing to the Company or another Subsidiary of the Company (which Liens by their terms may not be transferred except to exceed $1,000,000 at the Company or another Subsidiary of the Company);
(I) Liens created hereunder or under any time outstanding.other Loan Document;
Appears in 1 contract
Samples: Credit Agreement (Bwip Inc)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings such Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens existing on the Closing Date securing Indebtedness described on SCHEDULE 7.1 annexed hereto in Schedule 7.2 annexed hereto; ------------an aggregate principal amount not to exceed $20,000,000;
(iv) Liens securing placed on property, plant or equipment used in the ordinary course of business of Company or any of its Subsidiaries to secure Indebtedness incurred to pay all or a portion of the purchase price thereof; PROVIDED that (a) the Lien encumbering such property, plant or equipment does not encumber any other asset of Company or any of its Subsidiaries and (b) the Indebtedness secured thereby is permitted under subsection 7.1(viii); 105
(a) Liens encumbering assets of a Restricted Acquisition Subsidiary that are granted to secure Indebtedness permitted under subsection 7.1(vii), which 7.1(x) at the time such Indebtedness is assumed by such Restricted Acquisition Subsidiary; PROVIDED that such Liens are existing prior not granted in contemplation of the Acquisition pursuant to the time the entity which incurred such Indebtedness became Person becomes a Subsidiary of Company; provided , and (b) Liens encumbering the capital stock of a Restricted Acquisition Subsidiary that such are granted to secure Indebtedness permitted under subsection 7.1(x)(b);
(a) Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and encumbering assets of such entity which were covered by such Liens and which were owned by such entity, in each case a Subsidiary of Company that are granted to secure Indebtedness permitted under subsection 7.1(xi) at the time such entity became Indebtedness is originally incurred and (b) Liens encumbering the capital stock of a Subsidiary of CompanyCompany that are granted to secure Indebtedness permitted under subsection 7.1(xi)(b); PROVIDED that the aggregate outstanding principal amount of Indebtedness secured by all Liens permitted pursuant to this subsection 7.2(vi) shall at no time exceed $125,000,000, except to the extent that such Subsidiary has granted a Lien on the assets securing any portion of such Indebtedness in excess of $125,000,000 on an equal and ratable basis to Collateral Agent on behalf of Lenders to secure the Obligations;
(vii) Liens on commodities subject to any arrangement permitted under subsection 7.1(xiii); and
(vviii) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 25,000,000 at any time outstanding.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Borrowers shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings such Borrower or any of its SubsidiariesSubsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted EncumbrancesLiens;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens securing Indebtedness permitted under clause (iii) of subsection 7.1, provided that such Liens are junior in priority (other than in respect of the Mortgage Notes Proceeds Account) to the Liens securing the Obligations;
(iv) [Intentionally omitted];
(v) Liens securing Indebtedness permitted under clause (vi) of subsection 7.1, provided that such Liens attach only to the Specified FF&E and to any proceeds of such accounts or Indebtedness and related collateral accounts in which such proceeds are held;
(vi) Liens securing Indebtedness permitted under clause (viii) of subsection 7.1, provided that such Liens extend only to the real property or personal property purchased or leased with the proceeds of such Non-Recourse Financing and such assets are acquired or leased within 180 days of the incurrence of such Indebtedness;
(vii) Liens in favor of the Mortgage Note Holders or other Persons securing Indebtedness advanced by any such Person and permitted under (x) of subsection 7.1 to the extent that such Liens are permitted under the Intercreditor Agreement, provided that such Liens in favor of the Mortgage Note Holders or such other Persons are junior (other than in respect of the Mortgage Notes Proceeds Account) to the Liens securing the Obligations;
(viii) Liens securing Indebtedness permitted under clause (xii) of subsection 7.1 provided that such Liens attach only to the casino equipment purchased or leased with the proceeds of such Indebtedness and such assets are acquired or leased within 180 days of the incurrence of such Indebtedness;
(ix) [Intentionally omitted];
(x) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(vxi) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 5,000,000 at any time outstanding. Notwithstanding the foregoing, the Borrowers shall not permit the Intermediate Holding Companies to create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind of the Intermediate Holding Companies, Mall Direct Holdings and Mall Subsidiary other than Permitted Liens which do not secure Indebtedness.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or 98 hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted pursuant to subsection 7.1(iii) incurred by Company or a Subsidiary at the Collateral Documentstime of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; PROVIDED, HOWEVER, that the Lien shall apply only to the asset so acquired and proceeds thereof;
(iii) Liens described assumed in Schedule 7.2 annexed hereto; ------------connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, PROVIDED, however, that such Liens exist at the time such person becomes a Subsidiary and are not created in anticipation of such acquisition and in any event, do not in the aggregate secure Indebtedness in excess of $10,000,000 at any time;
(iv) Liens described in SCHEDULE 7.2 annexed hereto;
(v) Liens in respect of Capital Leases permitted pursuant to subsection 7.1(iii);
(vi) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of CompanyObligations; and
(vvii) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 5,000,000 at any time outstanding. Notwithstanding the foregoing, Company and its Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to subsection 6.10 or the Security Agreement.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall Borrower will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien Lien, or file or execute or agree to the execution of any financing statement, on or with respect to to, the assets of Borrower or any property or asset of any kind Subsidiary (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries), whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(ia) Permitted EncumbrancesLiens for taxes, assessments or other governmental charges or levies not yet due and payable, and not required to be paid by Borrower or any of its Subsidiaries under Section 6.6;
(iib) statutory Liens granted pursuant of landlords and Liens of carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law and not required to the Collateral Documentsbe paid by Borrower or any of its Subsidiaries under Section 6.6;
(iiic) Liens described (other than any Lien imposed by ERISA) incurred or deposits made in Schedule 7.2 annexed hereto; ------------the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(ivd) minor Liens securing Indebtedness on the property or assets of Borrower or any of its Subsidiaries which do not in the aggregate materially detract from the value of such property or assets or materially impair their use in the operation of the business of Borrower or such Subsidiary, as the case may be;
(e) the rights of set-off and banker's liens granted or confirmed to the Banks under this Agreement or any other Loan Document and rights of set-off and banker's liens granted or confirmed to the holders of other Debt permitted under subsection 7.1(vii), which this Agreement or any other Loan Document;
(f) any Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary in existence on property of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case any Person at the time such entity became Person becomes a Subsidiary of CompanyBorrower or is merged into any Subsidiary of Borrower and not created in contemplation of such event;
(g) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; and provided that any such judgment does not constitute an Event of Default;
(h) Liens created by (i) any Subsidiary of Borrower in favor of Borrower or (ii) any Subsidiary of Borrower in favor of another Subsidiary of Borrower, securing obligations of such Subsidiary owing to Borrower or another Subsidiary of Borrower (which Liens by their terms may not be transferred except to Borrower or another Subsidiary of Borrower);
(i) Liens created hereunder or under any other Loan Document;
(j) Easements, rights-of-way, zoning and similar restrictions and other similar charges or encumbrances now or hereafter existing not interfering with the ordinary conduct of business of Borrower or any of its Subsidiaries;
(k) Liens and security interests securing purchase money Debt permitted under Section 7.1(h) and Liens and security interests which are Capital Lease Obligations; provided, however, that no Lien or security interest referred to in this subsection (k) shall extend to or cover any property other than the related property being acquired or leased (as the case may be);
(l) Liens on real or personal property required in connection with the issuance of industrial revenue bonds on behalf of Borrower or its Subsidiaries;
(m) Liens existing on the Closing Date securing Debt listed on Schedule 7.1 and any refinancings thereof permitted pursuant to Section 7.1(e);
(n) Liens created or incurred in connection with the Receivables Program permitted by Section 7.13; and
(vo) Other without duplication of any of the foregoing clauses, other Liens securing Indebtedness obligations of Borrower or its Subsidiaries in an aggregate outstanding principal amount not to exceed exceeding $1,000,000 10,000,000 at any time outstandingtime.
Appears in 1 contract
Samples: Credit Agreement (Flowserve Corp)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;; 92
(iii) Liens existing on the Closing Date securing Indebtedness described on SCHEDULE 7.1 annexed hereto in Schedule 7.2 annexed hereto; ------------an aggregate principal amount not to exceed $20,000,000;
(iv) Liens securing placed on property, plant or equipment used in the ordinary course of business of Company or any of its Subsidiaries to secure Indebtedness incurred to pay all or a portion of the purchase price thereof; PROVIDED that (a) the Lien encumbering such property, plant or equipment does not encumber any other asset of Company or any of its Subsidiaries and (b) the Indebtedness secured thereby is permitted under subsection 7.1(vi);
(a) Liens encumbering assets of a Restricted Acquisition Subsidiary that are granted to secure Indebtedness permitted under subsection 7.1(vii), which 7.1(viii) at the time such Indebtedness is assumed by such Restricted Acquisition Subsidiary; PROVIDED that such Liens are existing prior not granted in contemplation of the Acquisition pursuant to the time the entity which incurred such Indebtedness became Person becomes a Subsidiary of Company; provided , and (b) Liens encumbering the capital stock of a Restricted Acquisition Subsidiary that such are granted to secure Indebtedness permitted under subsection 7.1(viii)(b);
(a) Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and encumbering assets of such entity which were covered by such Liens and which were owned by such entity, in each case a Subsidiary of Company that are granted to secure Indebtedness permitted under subsection 7.1(ix) at the time such entity became Indebtedness is originally incurred and (b) Liens encumbering the capital stock of a Subsidiary of CompanyCompany that are granted to secure Indebtedness permitted under subsection 7.1(ix)(b); provided that the aggregate outstanding principal amount of Indebtedness secured by all Liens permitted pursuant to this subsection 7.2(vi) shall at no time exceed $125,000,000, except to the extent that such Subsidiary has granted a Lien on the assets securing any portion of such Indebtedness in excess of $125,000,000 on an equal and ratable basis to Collateral Agent on behalf of Lenders to secure the Obligations;
(vii) Liens on commodities subject to any arrangement permitted under subsection 7.1(xi); and
(vviii) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 25,000,000 at any time outstanding.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings ChipPAC shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings ChipPAC or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State state or under any similar recording or notice statute, domestic or foreign, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;described in Schedule 7.2A annexed hereto; ------------- 100
(iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases and any other title retention, deferred purchase devices or consignments) in real or tangible personal property of ChipPAC or any Operating Subsidiary acquired after the Closing Date and existing or created at the time of acquisition thereof or within one hundred eighty (180) days thereafter, and the renewal, extension and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, that the Indebtedness secured by such -------- Lien is permitted by subsection 7.1(v); provided, further, that such Liens described -------- ------- do not at any time (including, without limitation, in Schedule 7.2 annexed hereto; ------------connection with any renewal, extension and refunding) cover or encumber any assets or property other than the assets or property financed by such Indebtedness;
(iv) Liens securing on the working capital assets and equipment of ChipPAC Korea, ChipPAC Shanghai I or ChipPAC Shanghai II that secure only the Indebtedness permitted under subsection 7.1(viipursuant to Section 7.1(viii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and;
(v) Other Liens on assets of the Operating Subsidiaries not otherwise permitted under this subsection 7.2A, to the extent attaching to properties and assets with an aggregate fair market value not in excess of, and securing Indebtedness liabilities not in excess of, an aggregate amount not to exceed $1,000,000 7,500,000 at any time outstanding;
(vi) Liens securing any Indebtedness permitted pursuant to Section 7.1(ix); provided that such Liens only encumber the assets acquired in the -------- related Permitted Acquisition; and provided further that such Liens were -------- ------- not granted in contemplation of the related Permitted Acquisition; and
(vii) Liens in favor of the Collateral Agent granted pursuant to the Collateral Documents or granted in favor of any Agent or Lender pursuant to subsection 10.4 hereof.
Appears in 1 contract
Samples: Credit Agreement (Chippac LTD)
Liens and Related Matters. A. PROHIBITION ON LIENS(a) Prohibitions on Liens. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted securing purchase money Indebtedness permitted pursuant to subsection 6.2(c); provided that such Liens shall encumber only the Collateral Documentsassets purchased with the proceeds of such Indebtedness;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------granted pursuant to the Loan Documents;
(iv) Liens securing Indebtedness Capital Leases permitted under subsection 7.1(vii6.2(d), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(v) Other Liens on assets listed on Schedule 6.2(e) securing Indebtedness on Schedule 6.2(e), other than Liens in an aggregate amount respect of the Senior Notes and the Preferred Stock.
(b) Equitable Lien in Favor of the Lenders. Create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens excepted by the provisions of this subsection, unless the Borrower and its Subsidiaries make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured as long as any such Indebtedness shall be secured; provided that, notwithstanding the foregoing, this covenant shall not be construed as a consent by the Required Lenders to exceed $1,000,000 at any time outstandingcreation or assumption of any such Lien not permitted by the provisions of this subsection.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall Company will not, and shall will not permit any of its Consolidated Subsidiaries or its UK Subsidiaries or its Australian Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Consolidated Subsidiaries or its UK Subsidiaries or its Australian Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted Liens, if any, created pursuant to the Collateral DocumentsCompany Pledge Agreement and the Subsidiary Pledge Agreement;
(iii) Liens described in Schedule 7.2 B annexed hereto; ------------hereto ("Existing Liens") and Liens securing Indebtedness incurred to refinance any Indebtedness secured by Existing Liens so long as (a) the principal amount of such refinancing Indebtedness does not exceed the greater of (1) the fair market value of the assets subject to such Lien and (2) the principal amount (or, if greater, the committed amount) of the Indebtedness refinanced thereby and (b) such refinancing Indebtedness is not secured by any collateral which did not secure the Indebtedness refinanced thereby;
(iv) Liens arising from the giving, simultaneously with or within 180 days after the acquisition or construction of real property or tangible personal property, of any purchase money Lien (including vendors' rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property hereafter acquired or constructed and not heretofore owned by Company or any of its Subsidiaries, or from the acquiring hereafter of real property or tangible personal property not heretofore owned by Company or any of its Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired or constructed real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including 125 existing Liens, on such property) of such property to Company or any of its Subsidiaries;
(v) Liens encumbering accounts receivable sold and cash reserves established in connection therewith pursuant to any transaction permitted under subsection 7.1(vii6.6(v);
(vi) Liens securing Indebtedness of Company's UK Subsidiaries or Australian Subsidiaries (other than Liens securing Obligations); provided that, which Liens are existing prior to the time extent the entity which incurred such aggregate outstanding principal amount of Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered secured by such Liens and which were owned by exceeds $150,000,000 at any time, Company shall have either (1) delivered to Administrative Agent written notice designating all or a portion of such entity, excess as effecting a reduction in each case at current availability under the time Revolving Loan Commitments or (2) reduced the Revolving Loan Commitments pursuant to subsection 2.4F in an amount equal to any portion of such entity became a Subsidiary of Companyexcess not so designated under the immediately preceding clause (1); and
(vvii) Other Additional Liens securing Indebtedness of Company and its Consolidated Subsidiaries in an aggregate principal amount not to exceed $1,000,000 350,000,000 at any time outstanding.
B. Except as provided herein, Company will not, and will not permit any of its Consolidated Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Effective Date, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Effective Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.1A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (f); provided 126 that the terms and conditions of any such agreement are no less favorable to Company than those under the agreement so amended, refinanced or replaced.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in listed on Schedule 7.2 annexed hereto; ------------of the Company Disclosure Letter;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are on any asset existing prior to at the time the entity which incurred of acquisition of such Indebtedness became asset by Company or a Subsidiary of Company; provided that such Liens were -------- not incurred in connection withSubsidiary, or in contemplation of, Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary and such Liens extend or to secure any Indebtedness permitted hereby incurred by Company or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case a Subsidiary at the time of or within ninety days after the acquisition of such entity became asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that (a) the Lien shall apply only to the asset so acquired and proceeds thereof and (b) the aggregate amount of all Indebtedness secured thereby does not exceed $5,000,000;
(v) Liens on property or assets of any Foreign Subsidiary (other than the Capital Stock of any Foreign Subsidiary directly owned by Company or a Subsidiary Domestic Subsidiary) to secure Indebtedness permitted by subsection 7.1(x);
(vi) Liens arising as a result of Companyprogress payments under government contracts to which Company or one of its Subsidiaries is a party;
(vii) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by the Liens described in clauses (iii) and (iv) above; and
(vviii) Other other Liens securing Indebtedness (other than on the Capital Stock of any Foreign Subsidiary directly owned by Company or any Domestic Subsidiary) in an aggregate amount not to exceed $1,000,000 2,500,000 at any time outstandingtime.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Each of Parent and Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Parent, Borrower or any of its Subsidiariessuch Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by Borrower or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Borrower or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof; and provided, further, that all such Liens do not in the aggregate secure Indebtedness in excess of $15,000,000 at any time;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 5,000,000 at any time outstanding; and
(v) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to subsection 7.1(vii).
B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Parent or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Liens excepted by the provisions of subsection 7.2A, it shall make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided that, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to the creation or assumption of any such Lien not permitted by the provisions of subsection 7.2A.
Appears in 1 contract
Samples: Credit Agreement (Brand Services)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, not and shall not permit any of its Subsidiaries to, to directly or indirectly, create, incur, assume or permit suffer to exist any Lien that secures obligations under any Indebtedness on any asset or with respect to any property now owned or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings hereafter acquired by the Company or any of its Subsidiaries, or on any income or profits therefrom, or assign or convey any right to receive income therefrom to secure any Indebtedness other than (i) Permitted Encumbrances, (ii) Liens securing (a) purchase money Indebtedness incurred to finance the purchase price of specific assets and Capital Leases, so long as, upon default, the holder of such Indebtedness may seek recourse or payment against Company and its Subsidiaries only through the return or sale of the assets financed thereby or (b) Indebtedness assumed or acquired in connection with any acquisition to the extent attaching only to assets acquired and so long as the Indebtedness secured thereby is recourse only to the Person acquired or acquiring such assets provided in each case that the aggregate amount of Indebtedness secured by such Liens does not exceed $10,000,000 in the aggregate and (iii) any other Liens permitted under subsection 7.2A of the Revolving Credit Agreement (as in effect on the Closing Date) other than clause (iv) thereof.
B. If the Company or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than as permitted under subsection 6.2A, it shall make or cause to be made effective provision whereby the obligations of the Company and the Subsidiaries under the AXEL Loan Documents will be secured by such Lien equally and ratably with any income and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided that, notwithstanding the foregoing, this provision shall not be construed as a consent by the Lenders to the creation or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice assumption of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) other than Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.6.2A.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to created under the Collateral Loan Documents;
(iii) Liens described Purchase money mortgages or security interests, conditional sale arrangements and other similar security interests, on motor vehicles and equipment acquired by Company or any Subsidiary (hereinafter referred to individually as a ``PURCHASE MONEY SECURITY INTEREST''); provided, -------- however, that: -------
(a) the aggregate amount of Indebtedness outstanding at any time secured by Purchase Money Security Interests shall not exceed $3,000,000; 106
(b) the transaction in Schedule 7.2 annexed hereto; ------------which any Purchase Money Security Interest is proposed to be created is not then prohibited by this Agreement;
(c) any Purchase Money Security Interest shall attach only to the property or asset acquired in such transaction and shall not extend to or cover any other assets or properties of Company, or, as the case may be, a Subsidiary;
(d) the Indebtedness secured or covered by any Purchase Money Security Interest shall not exceed the lesser of the cost or fair market value of the property or asset acquired and shall not be renewed, extended or prepaid from the proceeds of any borrowing by Company or any Subsidiary;
(iv) Liens securing any Indebtedness of KBVO, Inc. permitted under pursuant to subsection 7.1(vii)7.1(xii) may be secured by a Lien upon the real property acquired with the proceeds of such Indebtedness, which Liens are existing prior in form and substance satisfactory to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of CompanyAgent; and
(v) Other Liens securing Indebtedness the fees owed by Company to the trustee pursuant to the terms of the New Subordinated Note Indenture; provided that the -------- obligation of Company to pay such fees is subordinate in an aggregate amount not right and time and payment to exceed $1,000,000 at any time outstandingthe payment in full of the Obligations.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall The Company will not, and shall will not permit any of its Subsidiaries to, directly (i) create or indirectly, create, incur, assume incur or permit suffer to be created or incurred or to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or upon any of its Subsidiaries, property or assets of any character whether now owned or hereafter acquired, or any upon the income or profits therefrom; (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (iii) acquire, or file agree or permit have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (iv) suffer to exist for a period of more than thirty (30) days after the filing ofsame shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; (v) sell, assign, pledge or otherwise transfer any accounts or general intangibles for money due or to become due, chattel paper, instruments or documents creating or evidencing a right to payment of money or other receivables, with or without recourse; or (vi) enter into or permit to remain in effectexist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or any financing statement of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other similar notice of any Lien with respect to any such property, asset, income or profits security interest other than (1) the restrictions under the Uniform Commercial Code Revolving Credit Documents as in effect on the Closing Date and as amended to the extent permitted by subsection 6.11 in favor of the agent thereunder for the benefit of the lenders and the agent thereunder, (2) the restrictions under the Senior Secured Note Documents as in effect on the Closing Date and as amended to the extent permitted by subsection 6.11, and (3) customary anti-assignment provisions in leases and licensing agreements entered into by the Company or any State of its Subsidiaries in the ordinary course of its business; provided that any of the Company or under any similar recording its Subsidiaries may create or notice statute, exceptincur or suffer to be created or incurred or to exist:
(i) Permitted Encumbrancesliens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by generally accepted accounting principles;
(ii) Liens granted pursuant deposits or pledges made in connection with, or to the Collateral Documentssecure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations;
(iii) Liens described liens in Schedule 7.2 annexed hereto; ------------respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company or a Subsidiary of the Company, as applicable, shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii)liens of carriers, warehousemen, mechanics and materialmen, and other like liens in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or which Liens are existing prior being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the time extent required by generally accepted accounting principles;
(v) encumbrances on Real Property Assets consisting of easements, rights of way, zoning restrictions, restrictions on the entity use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases or subleases to which incurred such Indebtedness became the Company or a Subsidiary of Company; provided that such Liens were -------- the Company is a party, and other minor liens or encumbrances none of which in the opinion of the Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Company and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Company and its Subsidiaries on a consolidated basis;
(vi) liens existing on the date hereof and listed and described on Schedule 6.2 hereto;
(vii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by subsection 6.1(v), incurred in connection with, or in contemplation of, with the acquisition of such Subsidiary and such Liens extend to property, which security interests or 133 mortgages cover only the real or personal property and assets of such entity which were covered by such Liens so acquired;
(viii) liens on tenant improvements securing Indebtedness incurred with respect thereto and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; andis permitted under subsection 6.1(v) or subsection 6.1(xi);
(vix) Other Liens liens created under, or evidenced or governed by, the Senior Secured Note Documents securing Indebtedness permitted by subsection 6.1(viii) and other Note Obligations (as defined in the Senior Secured Note Documents), as in effect on the Closing Date;
(x) liens created under, or evidenced or governed by, the Revolving Credit Documents (or the documents relating to any Permitted Refinancing Indebtedness in respect thereof) securing Indebtedness permitted by subsection 6.1(ii);
(xi) liens on Cash in an aggregate amount not to exceed $1,000,000 5,000,000 utilized to collateralize letters of credit;
(xii) liens on assets of the Company and its Subsidiaries not otherwise permitted by this subsection; provided that neither the aggregate amount of the obligations secured thereby nor the aggregate fair market value of the assets subject thereto exceeds $500,000 at any time outstanding.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted created pursuant to the Collateral DocumentsDocuments in favor of the Administrative Agent for the benefit of the Lenders and/or the lenders under the Term Loan Credit Agreement securing Loan Parties' obligations under this Agreement, the Term Loan Credit Agreement and/or under Hedge Agreements with any such Lenders and/or lenders or their respective affiliates; provided that such Liens for the benefit of the lenders under -------- this Agreement shall at all times secure the Obligations on a First Priority basis;
(iii) Liens described arising in Schedule 7.2 annexed heretoconnection with Capital Leases permitted under subsection 7.1(iii)(a); ------------provided that no such Lien shall extend to or cover -------- any Collateral or assets other than the assets subject to such Capital Leases;
(iv) Liens of landlords arising under lease contracts in the ordinary course of business;
(v) Liens consisting of rights of set-off and off-set of a customary nature or bankers' liens on amounts of deposit, whether arising by contract or operation of law, incurred in the ordinary course of business;
(vi) Liens solely on any xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement entered into by it;
(vii) Liens incurred in connection with the purchase or shipping of goods or assets on the related assets and proceeds thereof in favor of the seller or shipper of such goods or assets.
(viii) Liens securing Indebtedness permitted under by subsection 7.1(vii)7.1(iii)(b) incurred (a) to finance the acquisition, which Liens are existing prior to construction or improvement of any real property or tangible personal property assets acquired or held by Company or any of its Subsidiaries in the time the entity which incurred such Indebtedness became a Subsidiary ordinary course of Companybusiness; provided that (1) such Liens shall be created within 180 days after the -------- acquisition, construction or improvement of such assets, and (2) the principal amount of Indebtedness secured by any such Liens shall at no time exceed 100%, and the proceeds of such Indebtedness shall be used to provide not less than 75%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such Indebtedness does not exceed the -------- amount of Indebtedness so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided further, that in the case of clause (a) or (b), -------- ------- (1) such Liens attach solely to the assets financed with such Indebtedness, (2) no recourse may be had under the Indebtedness secured by such Lien against any Person other than the borrower of such Indebtedness for the payment of principal, interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (3) the financial covenants under any Indebtedness secured by such Liens are, in each case, no more restrictive than those set forth in this Agreement;
(ix) Liens securing Indebtedness permitted pursuant to subsection 7.1(ix) to the extent such Liens were -------- not in existence prior to a Permitted Acquisition;
(x) Liens incurred in connection withwith the sale or factoring of accounts receivable by Permitted Foreign Subsidiaries;
(xi) Liens securing Additional Secured Indebtedness;
(xii) Liens securing reimbursement of obligations in respect of documentary letters of credit; provided, or in contemplation ofthat such Liens attach only to the documents, the acquisition goods covered thereby and the proceeds thereof;
(xiii) Liens upon specific items of inventory or other goods and proceeds of the Company or any of its Subsidiaries securing such Person's obligations in respect of bankers' acceptance issued or created or the account of such Subsidiary and such Liens extend Person to facilitate the purchase, shipment or 133 cover only the property and assets storage of such entity which were covered by such inventory or other goods;
(xiv) Liens encumbering customary initial deposits and which were owned by such entitymargin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in each case at the time such entity became a Subsidiary ordinary course of Companybusiness; and
(vxv) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Anthony Crane Holdings Capital Corp)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, not and shall not permit any of its Subsidiaries to, to directly or indirectly, create, incur, assume or permit suffer to exist any Lien that secures obligations under any Indebtedness on any asset or with respect to any property now owned or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings hereafter acquired by the Company or any of its Subsidiaries, or on any income or profits therefrom, or assign or convey any right to receive income therefrom to secure any Indebtedness other than (i) Permitted Encumbrances, (ii) Liens securing (a) purchase money Indebtedness incurred to finance the purchase price of specific assets and Capital Leases, so long as, upon default, the holder of such Indebtedness may seek recourse or payment against Company and its Subsidiaries only through the return or sale of the assets financed thereby or (b) Indebtedness assumed or acquired in connection with any acquisition to the extent attaching only to assets acquired and so long as the Indebtedness secured thereby is recourse only to the Person acquired or acquiring such assets provided in each case that the aggregate amount of Indebtedness secured by such Liens does not exceed $10,000,000 in the aggregate and (iii) any other Liens permitted under subsection 7.2A of the Revolving Credit Agreement (as in effect on the date hereof) other than clause (iv) thereof. AXEL CREDIT AGREEMENT EXECUTION 96 103 B. If the Company or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than as permitted under subsection 6.2A, it shall make or cause to be made effective provision whereby the obligations of the Company and the Subsidiaries under the AXEL Loan Documents will be secured by such Lien equally and ratably with any income and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided that, notwithstanding the foregoing, this provision shall not be construed as a consent by the Lenders to the creation or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice assumption of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) other than Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.6.2A.
Appears in 1 contract
Samples: Credit Agreement (JCS Realty Corp)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents and the Intercompany Collateral Documents;
(iii) Liens described in Schedule 7.2 annexed hereto; ------------;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are on any asset existing prior to at the time the entity which incurred of acquisition of such Indebtedness became a asset by Borrower or any Subsidiary of Company; provided that such Liens were -------- not incurred in connection withthereof, or in contemplation of, Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Subsidiary and such Liens extend thereof or to secure any Indebtedness permitted hereby incurred by Borrower or 133 cover only a Subsidiary thereof at the property and assets time of or with ninety days after the acquisition of such entity asset, which were covered by such Liens and which were owned by such entityIndebtedness is incurred for the purpose of financing all or any part of the purchase price thereof, in each case to the extent permitted by Agent; provided, however, that the Lien shall apply only to the asset so acquired; and provided further that the aggregate of all amounts secured by such Liens shall not exceed $10,000,000 at the time such entity became a Subsidiary of Companyany time;
(v) Liens evidencing Capital Leases permitted by subsection 7.1; and
(vvi) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Joy Global Inc)
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness that, together with the aggregate amount of all Capital Leases entered into pursuant to the Collateral Documentssubsection 7.1(iii), exceeds $20,000,000 at any time;
(iii) Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement, provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation thereof and, in any event, do not in the aggregate secure Indebtedness in excess of $5,000,000 at any time;
(iv) Liens described in Schedule 7.2 annexed hereto; ------------
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and;
(v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 10,000,000 at any time outstanding; and
(vi) Liens securing Indebtedness replacing or renewing the Indebtedness secured by Liens described in clauses (ii), (iii) and (iv) of this subsection 7.2A; provided that such Liens encumber the same property encumbered by the original Liens and no other property and the principal or commitment amount of Indebtedness secured thereby does not increase.
Appears in 1 contract
Samples: Credit Agreement (FTD Group, Inc.)
Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;
(iii) Liens described in Schedule SCHEDULE 7.2 annexed hereto; ------------PROVIDED, THAT such Liens shall secure only those obligations it secures on the date hereof and extensions, renewals, and replacement thereof that do not increase the outstanding principal amount thereof;
(iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are Any Lien existing on any property or asset prior to the acquisition thereof by Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time the entity which incurred such Indebtedness became Person becomes a Subsidiary Subsidiary, PROVIDED that (A) such Lien is not created in contemplation of Company; provided that such Liens were -------- not incurred or in connection withwith such acquisition or such Person becoming a Subsidiary, (B) such Lien shall not apply to any other property or in contemplation of, assets of Company or any Subsidiary and (C) such Lien shall secure only those obligations that it secures on the acquisition date of such Subsidiary acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(v) Liens on fixed or capital assets acquired, constructed or improved by Company or any Subsidiary, PROVIDED that (A) such Liens extend security interests secure Indebtedness permitted by clauses (iii) and (vi) of Section 7.1, (B) such security interests and the Indebtedness secured thereby are incurred prior to or 133 cover only within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 75% (100% of the Indebtedness if in the form of a Capital Lease) of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other property and or assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of CompanyCompany or any Subsidiary; and
(vvi) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 10,000,000 at any time outstanding.
Appears in 1 contract
Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings ChipPAC shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings ChipPAC or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State state or under any similar recording or notice statute, domestic or foreign, except:
(i) Permitted Encumbrances;
(ii) Liens granted pursuant to the Collateral Documents;described in Schedule 7.2A annexed hereto; -------------
(iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases and any other title retention, deferred purchase devices or consignments) in real or tangible personal property of ChipPAC or any Operating Subsidiary acquired after the Closing Date and existing or created at the time of acquisition thereof or within one hundred eighty (180) days thereafter, and the renewal, extension and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, that the Indebtedness secured by such -------- Lien is permitted by subsection 7.1(v); provided, further, that such Liens described -------- ------- do not at any time (including, without limitation, in Schedule 7.2 annexed hereto; ------------connection with any renewal, extension and refunding) cover or encumber any assets or property other than the assets or property financed by such Indebtedness;
(iv) Liens securing on the working capital assets and equipment of ChipPAC Korea, ChipPAC Shanghai I, ChipPAC Shanghai II or the Malaysian Subsidiary that secure only the Indebtedness permitted under subsection 7.1(viipursuant to Section 7.1(viii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and;
(v) Other Liens on assets of the Operating Subsidiaries not otherwise permitted under this subsection 7.2A, to the extent attaching to properties and assets with an aggregate fair market value not in excess of, and securing Indebtedness liabilities not in excess of, an aggregate amount not to exceed $1,000,000 7,500,000 at any time outstanding;
(vi) Liens securing any Indebtedness permitted pursuant to Section 7.1(ix); provided that such Liens only encumber the assets acquired in the -------- related Permitted Acquisition; and provided further that such Liens were -------- ------- not granted in contemplation of the related Permitted Acquisition; and
(vii) Liens in favor of the Collateral Agent granted pursuant to the Collateral Documents or granted in favor of any Agent or Lender pursuant to subsection 10.4 hereof.
Appears in 1 contract
Samples: Credit Agreement (Chippac Inc)
