Common use of Liens and Related Matters Clause in Contracts

Liens and Related Matters. A. PROHIBITION ON LIENS. 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 110 118 goods or accounts receivable) of 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 7.2 annexed hereto; and (iv) Liens on property of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each such Lien is limited to such property so acquired; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $3,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings, Company and each other 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 110 118 goods or accounts receivable) of Company 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 Documents; (iii) Liens described in SCHEDULE Schedule 7.2 annexed hereto; and; (iv) Liens on property of Company's Subsidiaries securing Purchase Money Indebtedness and evidencing Capital Leases, as permitted by subsections 7.1(vii); provided, that any such Liens shall only attach to the assets being acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each with such Lien is limited to such property so acquired; andIndebtedness; (v) Liens securing Indebtedness permitted by subsection 7.1(xi), solely to the extent such Liens (a) replace Liens set forth on Schedule 7.2 annexed hereto with respect to the Indebtedness that is being refinanced, (b) are on the same assets as the replaced Liens and (c) are of the same scope and priority as the replaced Liens; (vi) Liens on the Excluded Stock; and 119 (vii) Other Liens securing Indebtedness in an aggregate amount not to exceed $3,000,000 50,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.

Liens and Related Matters. A. PROHIBITION ON LIENS. 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 110 118 goods or accounts receivable) of 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 described in Schedule 7.2 annexed hereto and Liens ------------ securing the refinancing of the Indebtedness secured by such Liens to the Collateral Documents; (iii) Liens described in SCHEDULE 7.2 annexed heretoextent permitted by subsection 7.1; and (iv) Liens on property of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each such Lien is limited to such property so acquired; and (viii) Other Liens securing Indebtedness in an aggregate amount outstanding pursuant to clause (vii) of subsection 7.1, provided that Liens securing Indebtedness -------- permitted under subsection 7.1(vii) and (viii) shall not to exceed $3,000,000 at encumber any time outstanding. Nothing in this subsection 7.2 shall prohibit assets other than the sale, assignment, transfer, conveyance assets (and proceeds thereof) purchased or other disposition financed with the proceeds of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.such Indebtedness;

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. 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 110 118 goods or accounts receivable) of 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; and; (iv) Liens on property of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each subsections 7.1(iii) and 7.1(vii) with respect to the property or assets financed by such Lien is limited to such property so acquiredIndebtedness; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $3,000,000 at any time outstandingincurred by a Foreign Subsidiary under subsection 7.1(ix) and encumbering only the assets of such Foreign Subsidiary. Nothing in this subsection 7.2 shall prohibit (a) the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries for Cash at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, Equivalents or (b) the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. 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 110 118 goods or accounts receivable) of 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 described in SCHEDULE 7.2 annexed hereto; and (iv) Liens on property of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under by subsection 7.1(vi)7.1(iii)(c) incurred (a) to finance the acquisition, PROVIDED that each such Lien is limited to such property so acquired; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $3,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance construction or other disposition improvement of any Margin Stock owned 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 Company or any such Liens shall at no time exceed 100%, and the proceeds of its Subsidiaries at its fair value (as determined in good faith by its Board such Indebtedness shall be used to provide not less than 80%, of Directors) so long as proceeds are held as Cash or Cash Equivalents, the original purchase price of such asset or the creationamount expended to construct or improve such asset, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.as the case may be; or

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Company shall not, and shall not 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 110 118 goods or accounts receivable) of Company 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 or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described granted in SCHEDULE 7.2 annexed heretoconnection with any refinancing of the Senior Notes pursuant to subsection 7.1(vi); andprovided, however, that (x) Company shall -------- ------- obtain the prior written consent of Requisite Lenders and such Liens are granted on terms and conditions satisfactory to Requisite Lenders, and (y) to the extent that such Liens are on property other than the Collateral, Company shall make or cause to be made effective provision whereby the Obligations will be secured by such Liens equally and ratably with such refinancing Indebtedness as long as such refinancing Indebtedness shall be so secured; (iv) Liens on property of Company's Subsidiaries acquired described in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each such Lien is limited to such property so acquiredSchedule 7.2 annexed hereto; and ------------ (v) Other Liens securing Indebtedness in an aggregate amount not permitted pursuant to exceed $3,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.7.1(iii); and

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. 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 110 118 goods or accounts receivable) of 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; and; (iv) Liens on property of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi) so long as such Liens cover only property which was subject to Liens securing such Indebtedness before such Indebtedness became Acquired Indebtedness; (v) Liens securing Indebtedness permitted under subsection 7.l(iii), PROVIDED that each such Lien is limited to such property so acquired; and (vvi) Other Liens securing Indebtedness in an aggregate amount not to exceed $3,000,000 5,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.

Liens and Related Matters. A. PROHIBITION ON LIENS. 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 110 118 goods or accounts receivable) of 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; and------------ (iv) Liens securing Indebtedness described in subsection 7.1(iii) on property assets financed by such Indebtedness; 108 (v) Liens on cash and Investments made from the proceeds of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each the issuance of the Subordinated Notes and the Holdings Discount Notes prior to the expenditure of such Lien is limited to such property so acquiredproceeds upon consummation of the Merger; and (vvi) Other Liens securing on the assets of an Acquiring Subsidiary of Company to secure Incurred Permitted Acquisition Indebtedness in an aggregate amount not to exceed $3,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stocksuch Subsidiary.

Liens and Related Matters. A. PROHIBITION ON LIENS. 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 110 118 goods or accounts receivable) of 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 EncumbrancesEncumbrances and Liens securing the Obligations; (ii) Liens granted pursuant described in Schedule 7.2 annexed hereto and Liens ------------ securing the refinancing of the Indebtedness secured by such Liens to the Collateral Documents; (iii) Liens described in SCHEDULE 7.2 annexed heretoextent permitted by subsection 7.1; and (iv) Liens on property of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each such Lien is limited to such property so acquired; and (viii) Other Liens securing Indebtedness in an aggregate amount outstanding pursuant to clause (vii) and (viii) of subsection 7.1, provided that Liens securing -------- Indebtedness permitted under subsection 7.1(vii) and (viii) shall not to exceed $3,000,000 at encumber any time outstanding. Nothing in this subsection 7.2 shall prohibit assets other than the sale, assignment, transfer, conveyance assets (and proceeds thereof) purchased or other disposition financed with the proceeds of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.such Indebtedness;

Liens and Related Matters. A. PROHIBITION ON LIENS. 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 110 118 goods or accounts receivable) of 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 SCHEDULE Schedule 7.2 annexed hereto; and; (iv) Liens on property assets of Company's Subsidiaries acquired 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 Permitted Acquisitions anticipation thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness in excess of $5,000,000 at any time; (v) Liens securing Acquisition Indebtedness permitted under pursuant to subsection 7.1(vi7.1(iii); provided, PROVIDED however, that each such the Lien is limited shall apply only to such property the asset so acquired; and (vvi) Other Liens securing Indebtedness of Company or Subsidiary Guarantors which are not Regulated Subsidiaries in an aggregate amount not to exceed $3,000,000 5,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.

Liens and Related Matters. A. PROHIBITION ON LIENS(a) Prohibitions on Liens. Company 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 110 118 goods or accounts receivable) of Company 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 6.1(c); provided that such Liens shall encumber only the Collateral Documents;assets purchased with the proceeds of such Indebtedness; and (iii) Liens described in SCHEDULE 7.2 annexed hereto; andgranted pursuant to the Loan Documents. (ivb) Liens on property Equitable Lien in Favor of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each such the Lenders. Create or assume any Lien is limited to such property so acquired; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $3,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or 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 at its fair value (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 determined in good faith by its Board of Directors) so long as proceeds are held any such Indebtedness shall be secured; provided that, notwithstanding the foregoing, this covenant shall not be construed as Cash a consent by the Required Lenders to any creation or Cash Equivalents, or the creation, incurrence, assumption or existence of any such Lien on or with respect to any Margin Stocknot permitted by the provisions of this subsection.

Liens and Related Matters. A. PROHIBITION ON LIENS. 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 (real or personal, tangible or intangible) (including any document or instrument in respect of 110 118 goods or accounts receivable) of 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; (iiiiv) Liens described placed on property, plant or equipment and related assets used in SCHEDULE 7.2 annexed heretothe 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); (v) Liens encumbering assets of a Subsidiary of Company that are granted to secure Indebtedness permitted under Section 7.1(ix) at the time such Indebtedness is originally incurred (and not in contemplation of the Acquisition referred to in Section 7.1(ix)); and (iv) Liens on property of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vi), PROVIDED that each such Lien is limited to such property so acquired; and (vvi) Other Liens securing Indebtedness and other obligations in an aggregate amount not to exceed $3,000,000 15,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.