Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 4 contracts
Samples: Credit Agreement (Entergy Texas, Inc.), Credit Agreement (Entergy Texas, Inc.), Credit Agreement (Entergy Texas, Inc.)
Liens, Etc. Create Incur, issue, assume or suffer guarantee, or permit any Domestic Subsidiary to exist incur, issue, assume or guaranty, at any time, any Borrowed Debt secured by a Lien upon on any Principal Domestic Property of the Borrower or with respect to any of its properties (includingDomestic Subsidiary, without limitation, or any shares of any class of equity security stock or Borrowed Debt of any of its Significant SubsidiariesDomestic Subsidiary (other than Margin Stock), in each case without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other Borrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to secure the Advances) shall be secured equally and ratably with (or provide for the payment of prior to) such secured Borrowed Debt, other than: so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets as determined at the time of the incurrence of such Lien; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), Borrowed Debt secured by:
(i) Liens in existence on property of, or on any shares of stock or Borrowed Debt of, any Person existing at the date of this Agreement; time such Person becomes a Domestic Subsidiary;
(ii) Liens in favor of the Borrower or any Domestic Subsidiary;
(iii) Liens on property of the Borrower or any Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute;
(iv) Liens for taxes, assessments or governmental charges or levies to the extent Taxes not past due, yet delinquent or which are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower has provided conducted, if adequate reserves for with respect thereto are maintained on the payment thereof books of the applicable Person in accordance with GAAP; ;
(iiiv) pledges Liens on property (including that of Allergan and its Subsidiaries), shares of stock or deposits Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof;
(vi) Liens existing on the Effective Date;
(vii) Liens incurred in connection with pollution control, industrial revenue or similar financing;
(viii) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business to secure obligations under worker’s compensation laws and title defects or similar legislation; (iv) other pledges or deposits in the ordinary course irregularities that are of business (other than for borrowed monies) a minor nature and that, in the aggregate, are do not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or interfere in any property acquired or held by the Borrower in material respect with the ordinary course conduct of the business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, or any Domestic Subsidiary; and
(ix) other Liens not otherwise referred to in the foregoing clauses any extension, renewal or replacement (i) through (viii) aboveor successive extensions, provided that such Liensrenewals or replacements), in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in as a whole or in part part, of any Borrowed Debt secured by any Lien referred to in the foregoing clauses subclauses (i) through (vivii) above, of this Section 5.02(a); provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of (i) such extension, extension renewal or replacement and that such extension, renewal or replacement, as the case may be, Lien shall be limited to all or a part of the property same property, shares of stock or Debt that secured the Lien so extended, renewed or replaced (and any plus improvements on such property); ) and (xiii) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably Borrowed Debt secured by such Lien pursuant to documentation satisfactory to the Lendersat such time is not increased.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (AbbVie Inc.), Term Loan Credit Agreement, Term Loan Credit Agreement
Liens, Etc. Create Incur, issue, assume or suffer guarantee, or permit any member of the Consolidated Group to exist incur, issue, assume or guaranty, at any time, any Borrowed Debt secured by a Lien upon on any property or with respect to asset now owned or hereafter acquired by the Borrower or any member of its properties the Consolidated Group (includingother than Unrestricted Margin Stock), without limitationeffectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any shares other Borrowed Debt of the Borrower or such member of the Consolidated Group existing at such time or thereafter created that is not subordinate to the Advances) shall be secured equally and ratably with (or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed $2,500,000,000; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any class of equity security of any of its Significant Subsidiariescomputation under this Section 5.02(a), in each case to secure or provide for the payment of Debt, other than: Borrowed Debt secured by:
(i) Liens in existence on property of, or on any shares of stock or Borrowed Debt of, any Person existing at the date time such Person becomes a member of this Agreement; the Consolidated Group;
(ii) Liens for taxes, assessments or governmental charges or levies to in favor of any member of the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; Consolidated Group;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower Liens incurred in the ordinary course of business to secure the performance of tenders, statutory or regulatory obligations, surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(iv) Liens on property of a member of the Consolidated Group in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute;
(v) Liens on property (including that of the Target and its Subsidiaries), shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or to secure indebtedness incurred solely shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any part of the acquisition of such property; purchase price or construction or improvement cost thereof;
(vi) Liens imposed by law such as materialmen’sexisting on the Effective Date;
(vii) (x) bankers’ Liens, mechanics’rights of setoff, carriers’revocation, workers’ and repairmen’s Liens refund, chargeback or overdraft protection, and other similar Liens arising existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any member of the Consolidated Group, in each case granted in the ordinary course of business for sums not yet due in favor of the bank or currently being contested banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements and (y) Liens or rights of setoff against credit balances of the Borrower or any member of the Consolidated Group with credit card issuers or credit card processors or amounts owing by payment card issuers or payment card processors to Borrower or any member of the Consolidated Group in good faith by appropriate proceedings diligently conducted; the ordinary course of business;
(viiviii) attachmentLiens arising from any monetization, judgment securitization or other similar Liens arising financing of accounts receivable or other receivables (including any related rights or claims) or in connection with court proceedingsfactoring programs entered into in the ordinary course of business and consistent with past practice and on a non-recourse basis to the Borrower and its Subsidiaries; provided, provided that such LiensLiens do not encumber any property or assets other than the accounts receivable or other receivables (including any related rights or claims) subject to such monetization, securitization, financing or factoring arrangement and any proceeds of the foregoing; provided, further, that the aggregate principal amount of the obligations secured by such Liens shall not exceed (x) prior to the Closing Date, $750,000,000 or (y) on or after the Closing Date, $1,500,000,000.
(ix) Liens incurred in connection with pollution control, industrial revenue or similar financing;
(x) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, shall do not exceed $25,000,000 at interfere in any one time outstanding; (viii) Liens on material respect with the assets to be transferred pursuant to ordinary conduct of the ITC Transaction or the equity interests of any Subsidiary business of the Borrower formed for purposes or any member of consummating the ITC Transaction and securing Debt incurred in connection with the ITC TransactionConsolidated Group; and
(xi) any extension, renewal or replacement (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) aboveor successive extensions, provided that such Liensrenewals or replacements), in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in as a whole or in part part, of any Borrowed Debt secured by any Lien referred to in the foregoing clauses subclauses (i) through (vix) aboveof this Section 5.02(a); provided, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of (i) such extension, extension renewal or replacement and that such extension, renewal or replacement, as the case may be, Lien shall be limited to all or a part of the property same property, shares of stock or Debt that secured the Lien so extended, renewed or replaced (and any plus improvements on such property); ) and (xiii) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably Borrowed Debt secured by such Lien pursuant to documentation satisfactory to the Lendersat such time is not increased.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Takeda Pharmaceutical Co LTD), 364 Day Bridge Credit Agreement (Takeda Pharmaceutical Co LTD), 364 Day Bridge Credit Agreement (Takeda Pharmaceutical Co LTD)
Liens, Etc. Create or suffer to exist exist, or permit any Lien of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment any Debt (as defined below) of Debtany Person, other than: :
(i) Liens in existence those described on Schedule 5.02(a) hereto and renewals and extensions on the date of this Agreementsame or substantially the same terms and conditions and at no increase in the debt or obligation; or
(ii) Liens liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or
(iii) the liens or security interests of the Security Agreement; or
(iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments assessments, or other governmental charges or levies to that are not more than 30 days overdue or, if the extent not past dueexecution thereof is stayed, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conductedpursued and for which adequate reserves have been established; or
(v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or
(vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or
(vii) attachment, any attachment or judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall lien not exceed $25,000,000 at any one time outstandingconstituting an Event of Default; or
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) other Liens not otherwise referred to in customary offset rights of brokers and deposit banks arising under the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one timeterms of securities account agreements and deposit agreements; or
(x) Liens created for any real estate easements and easements, covenants and encumbrances that customarily do not affect the sole purpose of extending, renewing marketable title to real estate or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property)materially impair its use; and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.or
Appears in 4 contracts
Samples: Master Loan Agreement (Central Iowa Energy, LLC), Master Loan Agreement (US BioEnergy CORP), Master Loan Agreement (Central Iowa Energy, LLC)
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this AgreementRestatement Effective Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred created by or pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, Mortgage Indenture; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) and (viii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 4 contracts
Samples: Credit Agreement (Entergy Arkansas, LLC), Credit Agreement (Entergy Arkansas, LLC), Credit Agreement (Entergy New Orleans, LLC)
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this AgreementRestatement Effective Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 50,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viiivii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 100,000,000 at any one time; (xix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xix) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Entergy Arkansas, LLC), Credit Agreement (Entergy New Orleans, LLC), Credit Agreement (Entergy Arkansas Inc)
Liens, Etc. Create IMS Health will not, nor will it permit any Subsidiary to, create, incur, assume or suffer permit to exist any Lien upon or with respect to any of its properties (includingassets, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: except:
(i) Liens in existence existing on the date hereof, which are reflected in the balance sheet referred to in Section 8(a)(i) hereof or the footnotes thereto; and renewals, extensions and continuations thereof, provided that such renewals, extensions and continuations shall not (A) increase the amount of this Agreement; Indebtedness secured thereby, or (B) extend the coverage thereof beyond the original coverage of such Lien;
(ii) Liens for taxes, assessments or other governmental charges not yet delinquent or levies to the extent not past due, or which are being contested in good faith and by appropriate proceedings; Liens in appropriate proceedings diligently conducted connection with workers’ compensation, unemployment insurance or other social security obligations; Liens securing the performance of bids, tenders, contracts, surety and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAPappeal bonds; (iii) pledges Liens to secure progress or deposits partial payments and other Liens of like nature arising in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislationbusiness; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’workmen’s, workers’ and repairmenmaterialmen’s Liens and or other similar like Liens arising in the ordinary course of business for sums in respect of obligations which are not yet due or currently which are being contested in good faith; and other Liens arising in the ordinary course of business and incidental to the conduct of the business of IMS Health or such Subsidiary or to the ownership of its properties or assets, which were not incurred in connection with the borrowing of money and which do not materially detract from the value of its properties or assets or materially affect the use thereof in the operation of its business;
(iii) Liens in respect of judgments and awards to the extent that such judgments or awards are being contested in good faith and adequate insurance or appropriate reserves are maintained with respect thereto on the books of IMS Health to the extent required by appropriate proceedings diligently conductedGAAP and so long as execution is not levied thereunder;
(iv) Liens on property acquired after the date hereof which Liens existed when such property was acquired, and extensions and renewals of such Liens; provided that no such extension or renewal shall increase the aggregate amount of Indebtedness secured thereby, nor add to the property subject to such Lien;
(viiv) attachment, judgment any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or improving such asset; provided that such Lien attaches to such asset concurrently with or within 120 days after the acquisition or completion of the improvement thereof;
(vi) other similar Liens arising incurred by IMS Health in connection with court proceedingsthe ordinary course of its business, provided that such Liens, in the aggregate, aggregate amount of Indebtedness secured by all Liens permitted by this clause (vi) shall not exceed $25,000,000 at any one time outstanding; 20,000,000 in the aggregate;
(vii) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operations, business or prospects of IMS Health or its Subsidiaries;
(viii) Liens on the property or assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary in favor of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, IMS Health or any wholly owned Subsidiary; and
(ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersUnrestricted Margin Stock.
Appears in 3 contracts
Samples: Ims Health Guaranty (Ims Health Inc), Ims Health Guaranty (Ims Health Inc), Ims Health Guaranty (Ims Health Inc)
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this AgreementRestatement Effective Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 20,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred created by or pursuant to the ITC Transaction or the equity interests of any Subsidiary Mortgage Indenture of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, Borrower; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 20,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred to in the foregoing clauses (i) through (vi) and (viii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Entergy New Orleans, LLC), Credit Agreement (Entergy New Orleans, LLC), Credit Agreement (Entergy New Orleans, LLC)
Liens, Etc. Create or suffer to exist exist, or permit any Lien of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt, other than: except for Permitted Liens. “Permitted Liens” means (i) Liens liens for taxes not yet due and payable, for less than $100,000 in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past dueaggregate, or which are being contested in good faith in by appropriate proceedings diligently conducted and for which the Borrower has pursued, provided adequate reserves that provision for the payment thereof in accordance with of all such taxes has been made on the books of such person as may be required by GAAP, consistently applied; (iiiii) pledges or deposits mechanics’, materialmen’s, banker’s, carriers’, warehousemen’s and similar liens and encumbrances arising in the ordinary course of business to secure and securing obligations under of such person that are not overdue for a period of more than 60 days, for less than $100,000 in the aggregate, or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest (1) any proceedings commenced for the enforcement of such liens and encumbrances shall have been duly suspended; and (2) such provision for the payment of such liens and encumbrances has been made on the books of such person as may be required by GAAP, consistently applied; (iii) liens arising in connection with worker’s compensation laws compensation, unemployment insurance, old age pensions and social security benefits and similar statutory obligations which are not overdue, for less than $100,000 in the aggregate, or similar legislationare being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest (1) any proceedings commenced for the enforcement of such liens shall have been duly suspended; and (2) such provision for the payment of such liens has been made on the books of such person as may be required by GAAP, consistently applied; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower incurred in the ordinary course of business to secure the purchase price performance of such property statutory obligations arising in connection with progress payments or to secure indebtedness incurred solely for advance payments due under contracts with the purpose United States government or any agency thereof entered into in the ordinary course of financing the acquisition of such propertybusiness; (viv) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising liens incurred or deposits made in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentto secure the performance of statutory obligations, judgment or bids, leases, fee and expense arrangements with trustees and fiscal agents and other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; obligations (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests exclusive of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt obligations incurred in connection with the ITC Transactionborrowing of money, any lease-purchase arrangements or the payment of the deferred purchase price of property), provided that full provision for the payment of all such obligations set forth in clauses (iv) and (v) has been made on the books of such person as may be required by GAAP, consistently applied; (vi) (1) liens arising in connection with capital leases (and attaching only to the property being leased and the proceeds thereof), (ix2) other Liens not otherwise referred liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such lien attaches to in such property within ninety (90) days of the foregoing clauses acquisition thereof and attaches solely to the property so acquired and the proceeds thereof, and (i3) through (viii) aboveany lien existing on any property or asset prior to the acquisition thereof by the Borrower or any subsidiary of the Borrower or existing on any property or asset of any person that becomes a subsidiary of the Borrower after the date of this Agreement prior to the time such person becomes a subsidiary of the Borrower, provided that such Liens, lien is not created in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose contemplation of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in connection with such acquisition or such person becoming a subsidiary of the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacementBorrower, as the case may be, shall and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except by the amount of any interest, premiums or penalties required to be limited to all paid plus fees and expenses associated therewith; (vii) attachments, appeal bonds, judgments and other similar liens arising in connection with court or a part legal proceedings, which do not result in an Event of Default, provided the execution or other enforcement of such liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) survey exceptions, easements, zoning and other statutory restrictions, rights of way, restrictions, land use or similar laws and regulations affecting real property, minor defects or irregularities in title and other similar liens not interfering in any material respect with the ordinary conduct of the property business of the Borrower; (ix) deposits to secure the performance of bids, trade contracts, leases and other obligations of a like nature, in each case, in the ordinary course of business; (x) customary rights of set-off, revocation, refund or Debt that secured chargeback under deposit agreements or under the Lien so extended, renewed Uniform Commercial Code or replaced (and common law of banks or other financial institutions where the Borrower or any improvements on such property)of its subsidiaries maintains deposits in the ordinary course of business; and (xi) Liens on rights any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted hereunder and any leases, subleases, licenses or sublicenses granted by the Borrower or any of its subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower or such subsidiary; (xii) purported liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (xiii) other property purported to be transferred to the issuer liens; provided that aggregate amount of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the all obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably its subsidiaries secured by such Lien pursuant liens does not exceed $100,000 at any time outstanding and so long as such liens do not attach to documentation satisfactory to accounts receivable or inventory of the LendersBorrower; and (xiv) liens incurred in connection with the restructuring or refinancing of any Debt as described in the Registration Statement and the Prospectus.
Appears in 3 contracts
Samples: Bridge Loan Agreement (Conduit Pharmaceuticals Inc.), Bridge Loan Agreement (Sorrento Therapeutics, Inc.), Bridge Loan Agreement (Sorrento Therapeutics, Inc.)
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary of the Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of its Significant Subsidiariesthe Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which the Borrower or Significant Subsidiary is a party, (C) [reserved], (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viE) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by the Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of the Borrower or Significant Subsidiary or is merged into or consolidated with the Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Nonrecourse Indebtedness; (viii) Liens on the assets cash or cash equivalents deposited on behalf of or pledged to be transferred pursuant counterparties with respect to the ITC Transaction or the equity interests of any Subsidiary Permitted Obligations of the Borrower formed or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of the Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for purposes indemnification, adjustment of consummating purchase price or similar obligations to the ITC Transaction and purchaser of such assets; (xi) Liens securing Debt incurred obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the ITC TransactionBorrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of the Borrower or Significant Subsidiary other than the assets of the Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (ixxiii) other Liens not otherwise created for the sole purpose of refinancing, extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (viii) abovexii); provided, provided that such Lienshowever, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp), Credit Agreement (FirstEnergy Transmission, LLC)
Liens, Etc. Create or suffer to exist exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon on or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, in each case any right to secure or provide for the payment of Debtreceive income, other than: :
(i) Liens in existence existing on the date of this Agreement; Effective Date and described on Schedule 5.02(a) hereto,
(ii) purchase money Liens for taxes, assessments upon or governmental charges in any real property or levies to equipment acquired or held by the extent not past due, Company or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits any Subsidiary in the ordinary course of business (other than for borrowed moniesincluding any Lien in respect of a capitalized lease of personal property) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition or lease of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property; ) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired or leased, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,
(viiii) Liens imposed asserted by law such as materialmenwarehousemen, mechanics or materialmen which Liens are being contested in good faith by appropriate proceedings diligently conducted and for which reserves in accordance with GAAP are being maintained on the books of the Company and any mechanic’s, mechanics’carrier’s, carriers’, workers’ and repairmenlandlord’s Liens and other or similar Liens arising common law or statutory lien incurred in the ordinary normal course of business which has not been docketed as a judgment,
(iv) Liens or levies for sums taxes, fees, assessments or governmental charges not yet due and payable or currently being contested in good faith by appropriate proceedings diligently conducted and Liens resulting from or incurred with respect to legal proceedings which are being contested in good faith by appropriate proceedings diligently conducted; provided that reserves in accordance with GAAP are being maintained on the books of the Company with respect to such taxes, fees, assessments, governmental charges and legal proceedings,
(v) Liens securing only workers’ compensation, unemployment insurance or similar obligations and/or deposits or pledges made in connection with, or to secure payment of, utilities or similar services, leases, workers’ compensation, unemployment insurance, old age pensions or other social security obligations,
(vi) Encumbrances as set forth in all deeds, title insurance and mortgages existing as of the Effective Date in respect of all real property owned or leased by the Company or any of its Subsidiaries and any other zoning or deed restrictions, public utility easements, minor title irregularities and similar matters having no material adverse effect as a practical matter on the ownership or use of any of the real property in question,
(vii) attachmentLiens securing or given in lieu of surety, stay, appeal or performance bonds (other than contracts for the payment of indebtedness for borrowed money), or deposits required by law or governmental regulations or by any court order, decree, judgment or other similar rule or as a condition to the transaction of business or the exercise of any right, privilege or license, or Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall from a judgment not exceed $25,000,000 at any one time outstanding; constituting an Event of Default,
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction Interest or the equity interests title of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, a lessor under a lease,
(ix) other Liens not otherwise referred in favor of the Agent or a Lender, if any, to in secure the foregoing clauses (i) through (viii) above, provided that such Liens, in obligations of the aggregate, shall not exceed $50,000,000 at any one time; Loan Parties under the Loan Documents,
(x) Liens created for or assumed in purchasing, constructing or improving any real property or to which any real property is subject when purchased; provided, however, that: (x) the sole purpose of extendingmortgage, renewing security interest or replacing other lien is confined to the property in whole or in part Debt secured by any Lien referred in question, and (y) the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall is non-recourse as to any Loan Party and does not exceed the principal amount total cost of indebtedness so secured the purchase, construction or improvement,
(xi) Any transfer of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business,
(xii) Any financing statement perfecting a security interest that would be permissible under this Section 5.02(a),
(xiii) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such extensionmerger, renewal consolidation or replacement acquisition and that do not extend to any assets other than those of the Person so merged into or consolidated with the Company or such extension, renewal Subsidiary or acquired by the Company or such Subsidiary,
(xiv) other Liens securing Debt in an aggregate principal amount not to exceed at any time outstanding 2% of Consolidated Tangible Net Assets at the time such Lien is incurred,
(xv) the replacement, as extension or renewal of any Lien permitted by clause (i), (ii), (viii), (ix) or (xii) above upon or in the case may besame property theretofore subject thereto or the replacement, shall be limited to all extension or a part renewal (without increase in the amount or change in any direct or contingent obligor) of the property or Debt that secured the Lien so extendedthereby, renewed or replaced and
(and any improvements on such property); and (xixvi) Liens on rights or other property purported to be transferred receivables (and related assets) in connection with Permitted Receivables Financings, so long as such Liens extend solely to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses receivables (iand related assets) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersbeing securitized thereunder.
Appears in 3 contracts
Samples: Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)
Liens, Etc. Create Create, incur, assume or suffer to exist any Lien of any nature, upon or with respect to any of its properties (includingproperties, without limitationnow owned or hereafter acquired, or assign as collateral or otherwise convey as collateral, any shares of right to receive income, except that the foregoing restrictions shall not apply to any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for Liens:
SECTION 5.2.1.1. For taxes, assessments or governmental charges or levies to on property if the extent same shall not past dueat the time be delinquent or thereafter can be paid without penalty or interest, or which (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced or if commenced not stayed, bonded or discharged within 30 days after commencement) are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower proper reserve or other provision has provided adequate reserves for the payment thereof been made in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material and to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held extent required by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed GAAP;
SECTION 5.2.1.2. Imposed by law law, such as materialmen’s, mechanics’landlords', carriers’', workers’ warehousemen's and repairmen’s Liens mechanics' liens, bankers' set off rights and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with and to the extent required by GAAP;
SECTION 5.2.1.3. Arising in the ordinary course of business out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
SECTION 5.2.1.4. Arising from or upon any judgment or award, provided that such judgment or award is being contested in good faith by appropriate proper appeal proceedings diligently conducted; (vii) attachment, judgment and only so long as execution thereon shall be stayed;
SECTION 5.2.1.5. Those set forth on EXHIBIT 1.8;
SECTION 5.2.1.6. Those now or hereafter granted pursuant to the Security Documents or otherwise now or hereafter granted to the Agent for the benefit of the Lenders as collateral for the Loans and/or Borrower's other similar Liens Obligations arising in connection with court proceedingsor under any of the Financing Documents;
SECTION 5.2.1.7. Deposits to secure the performance of bids, provided that such Lienstrade contracts (other than for Borrowed Money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of the Borrower's or any Subsidiary's business;
SECTION 5.2.1.8. Easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, shall are not exceed $25,000,000 at substantial in amount, and which do not in any one time outstandingcase materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by any Borrower or any Subsidiary;
SECTION 5.2.1.9. Liens securing Indebtedness permitted to exist under SECTION 5.2.8.3; (viii) Liens on provided that the assets Lien securing any such Indebtedness is limited to be transferred the item of property purchased or leased in each case;
SECTION 5.2.1.10. UCC-1 financing statements filed solely for notice or precautionary purposes by lessors under operating leases which do not secure Indebtedness and which are limited to the items of equipment leased pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred lease in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one timequestion; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.and
Appears in 3 contracts
Samples: Loan Agreement (Conley Canitano & Associates Inc), Loan Agreement (Conley Canitano & Associates Inc), Loan Agreement (PCD Inc)
Liens, Etc. Create Create, incur, assume, or suffer to exist exist, or permit any Lien of its Subsidiaries to create, incur, assume, or suffer to exist, any lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of its properties of any character (including, without limitation, any shares of any class of equity security of accounts) (any of its Significant Subsidiariesthe foregoing being referred to herein as a “Lien”), in each case to secure or provide for excluding, however, from the payment operation of Debt, other than: the foregoing restrictions the Liens created under the Loan Documents and the following:
(i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; ;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (viii) Liens imposed by law law, such as materialmen’s, mechanics’, carriers’, workers’ workmen’s and repairmen’s Liens liens and other similar Liens arising in the ordinary course of business for sums securing obligations which are not yet due overdue or currently which are being contested in good faith faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien;
(iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(iv) (A) purchase money Liens upon or in property now owned or hereafter acquired by appropriate proceedings diligently conducted; the Borrower or any of its Subsidiaries in the ordinary course of business (viiconsistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;
(v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary;
(vi) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens, Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the aggregate, shall not exceed $25,000,000 at any one time outstanding; payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies;
(vii) Liens incurred in connection with the sales of assets permitted in Section 5.2(d)(ix);
(viii) Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed $100,000,000 outstanding at any one time;
(ix) Liens incurred in connection with the Indentures;
(x) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;
(xi) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the use by Borrower or any of its Subsidiaries of their respective properties;
(xii) Liens on assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes in favor of consummating the ITC Transaction Borrower or any wholly-owned Subsidiary of the Borrower;
(xiii) Liens set forth in Schedule III hereto, and securing Debt incurred any extensions, renewals, refinancing or replacements of any such Liens upon or in connection with the ITC Transaction, same property theretofore subject thereto; and
(ixxiv) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the securing obligations of the Borrower and its Subsidiaries not to exceed more than five percent (5%) of the Lenders consolidated assets (valued at book value) of the Borrower and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersits Subsidiaries at any time.
Appears in 2 contracts
Samples: Credit Agreement (Interstate Power & Light Co), Credit Agreement (Alliant Energy Corp)
Liens, Etc. Create or suffer to exist exist, or permit any Lien of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment any Debt (as defined below) of Debtany Person, other than: than “Permitted Liens”:
(i) Liens in existence those described on Schedule 5.02(a) hereto and renewals and extensions on the date of this Agreementsame or substantially the same terms and conditions and at no increase in the debt or obligation; or
(ii) Liens liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or
(iii) the liens or security interests of the Lender in the Security Agreement, Mortgage or otherwise; or
(iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments assessments, or other governmental charges or levies to that are not more than 30 days overdue or, if the extent not past dueexecution thereof is stayed, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conductedpursued and for which adequate reserves have been established; or
(v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or
(vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or
(vii) attachment, any attachment or judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall lien not exceed $25,000,000 at any one time outstandingconstituting an Event of Default; or
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) other Liens not otherwise referred to in customary offset rights of brokers and deposit banks arising under the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one timeterms of securities account agreements and deposit agreements; or
(x) Liens created for any real estate easements and easements, covenants and encumbrances that customarily do not affect the sole purpose of extending, renewing marketable title to real estate or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property)materially impair its use; and or
(xi) Liens on rights liens for purchase money security interest in equipment and vehicles or any other property purported acquired or held in the ordinary course of business not to be transferred to the issuer exceed an aggregate amount of Eligible Securitization Bonds $500,000.00 per year or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders$200,000.00 for a single purchase.
Appears in 2 contracts
Samples: Master Loan Agreement (Renewable Energy Group, Inc.), Loan Agreement (Renewable Energy Group, Inc.)
Liens, Etc. Create Create, incur, assume or suffer to exist exist, any Lien of any kind upon or with respect to any of its properties (includingproperty or assets, without limitationnow owned or hereafter acquired, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: except:
(i) Liens securing Indebtedness under Credit Facilities that were permitted by the terms of this Agreement to be incurred;
(ii) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, deposits to secure the performance of bids, trade contacts, government contracts, leases or licenses or other obligations of like nature incurred in existence the ordinary course of business (including without limitation, landlord Liens on eased properties);
(iii) Liens existing on the date of this Agreement; hereof and listed in Schedule 4.01(b)(II);
(iiiv) Liens to secure the Obligations under the Loan Documents;
(v) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, claims that are not material to the Borrower; (v) purchase money mortgages yet delinquent or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefore;
(vi) Liens imposed by law, such as carriers’, warehousemen’s and mechanic’s liens and other similar liens arising in the ordinary course of business which secure payment of obligations that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which an appropriate reserve or provision shall have been made in accordance with GAAP;
(vii) attachmenteasements, judgment rights of way, and other restrictions on use of property or other similar minor imperfections of title that in the aggregate are not material in amount and do not in any case materially detract from the property subject thereto or interfere with the ordinary conduct of the business of the Borrower;
(viii) Liens arising incurred or deposits made in the ordinary course of business in connection with court proceedingsworkers’ compensation, provided that such Liens, unemployment insurance and other types of social security or Liens to secure reimbursement obligations with respect to letters of credit issued in the aggregate, shall not exceed $25,000,000 at any one time outstanding; ordinary course of business;
(viiiix) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured secure Hedging Obligations with respect to Indebtedness permitted by such Lien pursuant this Agreement to documentation satisfactory be incurred; and
(x) attachment or judgment Liens not giving rise to the Lendersa Default or an Event of Default.
Appears in 2 contracts
Samples: Credit Agreement (Madison River Communications Corp.), Credit Agreement (Madison River Communications Corp)
Liens, Etc. Create Create, incur, assume, or suffer to exist exist, or permit any Lien of its Subsidiaries to create, incur, assume, or suffer to exist, any lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of its properties of any character (including, without limitation, any shares of any class of equity security of accounts) (any of its Significant Subsidiariesthe foregoing being referred to herein as a “Lien”), in each case to secure or provide for excluding, however, from the payment operation of Debt, other than: the foregoing restrictions the Liens created under the Loan Documents and the following:
(i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; ;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (viii) Liens imposed by law law, such as materialmen’s, mechanics’, carriers’, workers’ workmen’s and repairmen’s Liens liens and other similar Liens arising in the ordinary course of business for sums securing obligations which are not yet due overdue or currently which are being contested in good faith faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien;
(iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(iv) (A) purchase money Liens upon or in property now owned or hereafter acquired by appropriate proceedings diligently conducted; the Borrower or any of its Subsidiaries in the ordinary course of business (viiconsistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;
(v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary;
(vi) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such LiensLiens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies;
(vii) Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, in the aggregate, shall provided that such obligations do not exceed $25,000,000 5,000,000 in the aggregate at any one time outstanding; ;
(viii) Liens incurred in connection with the sales of assets permitted in Section 5.2(d)(ix);
(ix) Liens incurred in connection with the Bonds and Indentures;
(x) Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed $100,000,000 outstanding at any one time;
(xi) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;
(xii) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the use by Borrower or any of its Subsidiaries of their respective properties;
(xiii) Liens on assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes in favor of consummating the ITC Transaction Borrower or any wholly-owned Subsidiary of the Borrower;
(xiv) Liens set forth in Schedule III hereto, and securing Debt incurred any extensions, renewals, refinancing or replacements of any such Liens upon or in connection with the ITC Transaction, same property theretofore subject thereto; and
(ixxv) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the securing obligations of the Borrower and its Subsidiaries not to exceed more than five percent (5%) of the Lenders consolidated assets (valued at book value) of the Borrower and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersits Subsidiaries at any time.
Appears in 2 contracts
Samples: Credit Agreement (Alliant Energy Corp), Credit Agreement (Interstate Power & Light Co)
Liens, Etc. Create The Borrower will not, and will not permit any Restricted Subsidiary to, directly or suffer indirectly create, incur, assume or permit to exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of its properties goods or accounts receivable) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, except:
(including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (iia) Liens for taxes, assessments or other governmental charges or levies to the extent payment of which is not past due, yet due and payable or which are is being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance compliance with GAAP; Section 7.4 hereof;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vib) Liens imposed by law such as materialmen’sof lessors, landlords and carriers, vendors, warehousemen, mechanics’, carriers’materialmen, workers’ and repairmen’s Liens repairmen and other similar like Liens arising incurred in the ordinary course of business for sums not yet due or currently the payment of which is being contested in good faith by appropriate proceedings diligently conducted; and (viii) attachment, judgment not incurred or other similar Liens arising made in connection with court proceedingsthe borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or (ii) incurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and precautionary Liens in favor of lessors under capital leases and leases of equipment in the ordinary course of business;
(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money;
(d) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements;
(e) Liens securing reimbursement obligations under letters of credit, provided in each case that such LiensLiens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit;
(f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay;
(g) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, which, in each case either (i) are granted, entered into or created in the ordinary course of the business of the Borrower or any Restricted Subsidiary or (ii) do not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect;
(h) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Borrower, or existing at the time of acquisition upon any property acquired by the Borrower or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Borrower or such Subsidiary to pay all or any part of the purchase price (a “Purchase Money Lien”) of property (including without limitation Capital Stock and other securities) acquired by the Borrower or a Restricted Subsidiary, provided, that (i) any such Lien shall be confined solely to such item or items of property and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for use specifically in connection with such acquired property, (ii) in the case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Borrower and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iii) any such Purchase Money Lien shall be created not later than 30 days after the acquisition of such property and (iv) any such Lien (other than a Purchase Money Lien) shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction have been created or the equity interests assumed in contemplation of any such Person’s becoming a Subsidiary of the Borrower formed for purposes or such acquisition of consummating property by the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses Borrower or any Subsidiary;
(i) through (viii) aboveLiens securing other obligations otherwise permitted under this Agreement, provided that including, but not limited to, Capitalized Lease Obligations, which obligations secured by such Liens, in the aggregate, Liens shall not exceed $50,000,000 an amount equal to 3% of Consolidated Net Tangible Assets at any one such time; ;
(xj) Liens created securing the Series E First Mortgage Notes that attach to the assets of the Borrower or any Restricted Subsidiary pursuant to Section 1.3 of the First Mortgage Note Agreement; provided, that at no time when such Liens exist, shall the Leverage Ratio exceed 2.00 to 1.00; and
(k) easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the sole purpose of extendingpipelines, renewing roads, the removal of oil, gas, coal or replacing other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any Restricted Subsidiary. Notwithstanding anything in whole or in part Debt secured this Agreement to the contrary, until the AEPLP Guaranty Date, other than Liens permitted by any Lien referred in the foregoing clauses subsections (a), (b), (c), (d), (f), (g), (h) and (i) through (vi) aboveof this Section 8.3, provided that the principal amount Borrower will not permit AEPLP or any of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extensionits Subsidiaries to, renewal directly or replacement and that such extensionindirectly, renewal create, incur, assume or replacement, as the case may be, shall be limited permit to all exist any Lien on or a part of the with respect to any property or Debt that secured the Lien so extendedasset (including any document or instrument in respect of goods or accounts receivable) of AEPLP or such Subsidiary, renewed whether such property or replaced (and assets are now owned or held or hereafter acquired, or any improvements on such property); and (xi) Liens on rights income or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersprofits therefrom.
Appears in 2 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Amerigas Partners Lp)
Liens, Etc. Create Create, assume, incur or suffer to exist exist, any Lien upon on or with in respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries)Property whether now owned or hereafter acquired, other than the following (“Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Excepted Liens;
(c) Liens existing on the Closing Date and described in Schedule 6.01; provided that such Liens shall secure only those obligations which they secure on the Closing Date and extensions, renewals and replacements thereof permitted hereunder;
(d) Liens arising out of judgments or awards in respect of which the Parent or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $500,000.00 at any time outstanding;
(e) Liens securing Debt permitted under Section 6.02(e)(i) and purchase money security interests securing Debt permitted under Section 6.02(e)(ii) in any fixed or capital assets and improvements thereto or equipment hereafter acquired (or, in each the case to secure of improvements, constructed) by the Parent or provide for the payment any of Debt, other than: its Subsidiaries; provided that (i) such Liens in existence do not at any time encumber any property other than the property financed by such Debt and the Proceeds thereof, (ii) the Debt secured thereby does not exceed the lesser of the cost or fair market value of the property being acquired or financed on the date of this Agreement; acquisition or financing, and (iiiii) in the case of purchase money security interests, such security interests are created within 120 days after such acquisition (or completion of such improvements);
(f) rights of set-off of banks and other Persons in the ordinary course of banking and trading arrangements;
(g) Liens for taxesin favor of the Secured Counterparties and Sowood which are subject to the Intercreditor Agreement, assessments or governmental charges or levies to the extent not past due, or which such Liens in favor of the Secured Counterparties are being contested permitted by Section 6.26(a);
(h) security interests (i) in good faith in appropriate proceedings diligently conducted inventory held by and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits granted to an LDC in the ordinary course of business and (ii) in accounts purchased and collected by and granted to secure obligations under worker’s compensation laws an LDC that has agreed to make payment to the Borrowers or similar legislation; (iv) other pledges or deposits one of their Subsidiaries for such accounts in the ordinary course of business business; and
(other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ixi) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) abovesecuring obligations, provided that such Liensactual or contingent, in the aggregate, shall an aggregate amount not exceed greater than $50,000,000 200,000.00 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (MxEnergy Holdings Inc), Credit Agreement (MxEnergy Holdings Inc)
Liens, Etc. Create Except as permitted in Section 5.02(b) and (c), create or suffer to exist exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries)properties, in each case to secure or provide for the payment of Debt, other than: than the following Liens (“Permitted Liens”) (i) Liens in existence on the date consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which the Company or any of its Subsidiaries is a party, (C) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than contracts for borrowed moniesthe payment of money), or (D) thatmaterialmen’s, mechanics’, carriers’, workers’, repairmen’s or other like Liens incurred in the aggregateordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, are not material or deposits to obtain in the Borrowerrelease of such Liens; (vii) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower Company or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (viiii) Liens imposed by law existing on the property of any Person at the time that such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in Person becomes a direct or indirect Subsidiary of the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conductedCompany; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such LiensLiens were not created to secure the acquisition of such Person; (iv) Liens created to secure Debt in respect of First Mortgage Bonds; provided, however, that the principal amount of Debt secured by the Liens described in the aggregate, this clause (iv) shall not exceed $25,000,000 at any one time outstandingexceed the depreciated book value of the property subject to such Liens; (viiiv) Liens in existence on the assets to be transferred pursuant to the ITC Transaction or the equity interests date of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction this Agreement; and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (xvi) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred to in the foregoing clauses (i) through (vi) abovev); provided, provided however, that the principal amount of indebtedness Debt secured thereby shall not exceed the principal amount of indebtedness Debt so secured at the time of such extension, renewal or replacement replacement, and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); . Notwithstanding the foregoing, this subsection (a) shall have no force or effect if and for so long as the Obligations are secured by First Mortgage Bonds and/or cash collateral in an aggregate principal amount at least equal to the sum of (x) the Available Amount and (xiy) Liens on rights or other property purported to be transferred to the issuer aggregate outstanding principal amount of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; providedall unreimbursed Letter of Credit drawings, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders demand loans hereunder and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersTender Advances.
Appears in 2 contracts
Samples: Letter of Credit and Reimbursement Agreement (Jersey Central Power & Light Co), Letter of Credit and Reimbursement Agreement (Firstenergy Corp)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist any Lien upon exist, or with respect to permit any of its properties (includingSubsidiaries to create, without limitationassume, incur, or suffer to exist, any shares of any class of equity security Lien on or in respect of any of its Significant Subsidiaries)Property whether now owned or hereafter acquired, in each case or assign any right to secure receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or provide for the payment of Debt, other than: suffer to exist:
(ia) Liens in existence on created by the date of this Agreement; Security Instruments;
(ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (vb) purchase money mortgages or other liens Liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure or at the purchase price time of the Borrower’s or such Subsidiary’s acquisition of such property or to secure indebtedness equipment; provided that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens imposed for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers’ compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar Liens arising in connection with court proceedingslegislation or to secure public or statutory obligations of the Borrower;
(h) operating agreements, provided that such Liensunitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the aggregateoil, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on gas and mineral production business and that are entered into in the assets to be transferred pursuant to ordinary course of business that are taken into account in computing the ITC Transaction or the equity net revenue interests of any Subsidiary and working interests of the Borrower formed for purposes or any of consummating its Subsidiaries warranted in the ITC Transaction and securing Debt incurred in connection with Security Instruments, to the ITC Transaction, (ix) other Liens not otherwise extent that any such Lien referred to in this clause does not materially impair the foregoing clauses use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; and
(i) through (viii) aboveeasements, provided that such Liensrights-of-way, restrictions, and other similar encumbrances, and minor defects in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose chain of extending, renewing or replacing in whole or in part Debt secured by any Lien referred title that are customarily accepted in the foregoing clauses (i) through (vi) aboveoil and gas financing industry, provided that none of which interfere with the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part ordinary conduct of the property business of Borrower or Debt that secured any Subsidiary or materially detract from the Lien so extended, renewed value or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations use of the Borrower Property to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenderswhich they apply.
Appears in 2 contracts
Samples: Subordinated Credit Agreement (Cano Petroleum, Inc), Credit Agreement (Cano Petroleum, Inc)
Liens, Etc. Create or suffer to exist exist, or permit any Subsidiary to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date Restatement Effective Date and, in the case of this AgreementLiens securing obligations in excess of $25,000,000, described on Schedule 5.02(a); (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) Liens in respect of Debt of Subsidiaries that is not Recourse Debt; (viii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 50,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 100,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vivii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders; or (xii) Liens securing up to $1.6 billion in principal amount of the Initial Notes (as defined in the AES Indenture as in effect on the date hereof) upon and following the occurrence of any Reversion Date (as defined in the AES Indenture as in effect on the date hereof).
Appears in 2 contracts
Samples: Credit Agreement (Aes Corp), Credit Agreement (Aes Corp)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist any Lien upon exist, or with respect to permit any of its properties (includingSubsidiaries to create, without limitationassume, incur, or suffer to exist, any shares of any class of equity security Lien on or in respect of any of its Significant SubsidiariesProperty whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist:
(a) Liens securing the Obligations;
(b) Liens specified in the attached Schedule 6.1 on the Property owned by the Borrower and its Subsidiaries which is specified therein securing only the obligations disclosed to be secured by such Liens therein;
(c) Liens securing indebtedness permitted under Section 6.2(c), provided that each such Lien encumbers only the property acquired in each case to secure or provide for connection with the payment creation of Debt, other than: any such purchase money indebtedness;
(i) Liens in existence on the date of this Agreement; (iid) Liens for taxes, assessments assessments, or other governmental charges or levies to the extent that (i) are not past dueyet due or (ii) provided foreclosure, distraint, sale, or which other similar proceedings shall not have been initiated, are being contested in good faith in by appropriate proceedings diligently conducted proceedings, and for which such reserve as may be required by GAAP shall have been made;
(e) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided such reserve as may be required by GAAP shall have been made therefor;
(f) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower has provided adequate reserves for or the payment thereof relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in accordance good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(g) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with GAAP; the ordinary conduct of the business of Borrower or the relevant Subsidiary or materially detract from the value or use of the Property to which they apply;
(iiih) Liens of record under terms and provisions of the leases, unit agreements, assignments, and other transfer of title documents in the chain of title under which the Borrower or the relevant Subsidiary acquired the Property, which have been disclosed to the Agent;
(i) Liens to secure plugging and abandonment obligations;
(j) Liens to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, in an aggregate amount not to exceed $10,000,000;
(k) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedingsworkers’ compensation, provided that such Liensunemployment insurance and other social security legislation, in the aggregate, shall not exceed $25,000,000 at other than any one time outstandingLien imposed by ERISA; and
(viiil) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created judgments for the sole purpose payment of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount money not constituting an Event of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such propertyDefault under Section 7.1(f); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Stone Energy Corp), Credit Agreement (Stone Energy Corp)
Liens, Etc. Create or suffer to exist exist, or permit any Subsidiary of the Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Subsidiary of its Significant Subsidiariesthe Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which the Borrower or any of its Subsidiaries is a party, (C) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viD) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by the Borrower or a Subsidiary of the Borrower or on the property of any Person at the time that such Person becomes a Subsidiary of the Borrower or a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or a Subsidiary of the Borrower; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any FMB Mortgage, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) [Reserved]; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of the assets to be transferred pursuant to the ITC Transaction Borrower or the equity interests of any Subsidiary of the Borrower; (ix) Liens on cash or cash equivalents to defease Indebtedness of the Borrower formed or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for purposes indemnification, adjustment of consummating purchase price or similar obligations to the ITC Transaction and purchaser of such assets; (xi) Liens securing Debt incurred obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that the Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the ITC TransactionBorrower or a Subsidiary of the Borrower is liable as lessee; provided, that no such Lien shall extend to or cover any assets of the Borrower or a Subsidiary of the Borrower other than the assets of the Borrower or a Subsidiary of the Borrower subject to such lease and proceeds thereof; (ixxiii) other Liens not otherwise created by the Guarantor Bonds; (xiv) Liens created for the sole purpose of refinancing, extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (viii) abovexiii); provided, provided that such Lienshowever, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens . Notwithstanding the foregoing, First Mortgage Bonds may not be issued or used to secure, or otherwise to assure creditors or counterparties with respect to payments on rights other Indebtedness, Commodity Trading Obligations or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations Hedging Obligations of the Borrower or any of its Subsidiaries, except that each Genco may issue and use First Mortgage Bonds in order to secure payment obligations of FES or such Genco to any of FE’s regulated utility Subsidiaries with respect to FES’s Xxxx-to-Market Obligations in an amount not greater than the Lenders and difference between the LC Issuing Banks hereunder amount of First Mortgage Bonds that may at the time of determination be issued under the applicable issuance tests under the FMB Mortgage of such Genco (as such issuance tests are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to in effect on the Lendersdate hereof).
Appears in 2 contracts
Samples: Credit Agreement (FirstEnergy Solutions Corp.), Credit Agreement
Liens, Etc. Create No Borrower shall create, assume, incur, or suffer to exist any Lien upon or with respect to exist, nor permit any of its properties (includingSubsidiaries to create, without limitationassume, incur, or suffer to exist, any shares of any class of equity security Lien on or in respect of any of its Significant Subsidiaries)Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrowers and their respective Subsidiaries may create, incur, assume, or suffer to exist:
(a) Liens securing the Obligations;
(b) Liens listed on the attached Schedule 6.01;
(c) purchase money Liens and Liens in connection with Capital Leases, in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property equipment acquired or held by the a Borrower or any Subsidiary of a Borrower in the ordinary course of business to secure business; provided that, the purchase price of Debt secured by such property or to secure indebtedness Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of any Borrower or any Subsidiary of a Borrower, and (iii) is not increased in amount;
(d) Liens imposed for taxes, assessments, or other governmental charges or levies not yet due or that (provided that foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(e) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided that such reserves as may be required by GAAP shall have been made therefor;
(f) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of a Borrower or the relevant Subsidiary of a Borrower to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and, with respect to the Oil and Gas Properties covered by the Mortgages, that are taken into account in computing the net revenue interests and working interests of the Parent or any of its Subsidiaries warranted in the Security Instruments;
(h) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers’ compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar Liens arising legislation or to secure public or statutory obligations of a Borrower;
(i) operating agreements, unitization and pooling agreements and orders, production handling agreements, processing agreements, transportation agreements, sales agreements, farmout agreements, gas balancing agreements and other agreements, in connection with court proceedingseach case that are customary in the oil, provided gas and mineral exploration and production business and that are entered into in the ordinary course of business and that are taken into account in computing the net revenue interests and working interests of the Parent or any of its Subsidiaries warranted in the Security Instruments, to the extent that such Liens, in Liens do not materially impair the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on use of the assets to be transferred pursuant to Property covered by such Lien for the ITC Transaction purposes for which such Property is held by the Parent or the equity interests of any Subsidiary of the Borrower formed for purposes Parent;
(j) preferential purchase rights, consents to assignments, rights reserved to or vested in any Governmental Authority or lessor, and rights of consummating set-off and banker’s liens in each case that do not secure Debt;
(k) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the ITC Transaction chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of the Parent or any Subsidiary of the Parent or materially detract from the value or use of the Property to which they apply;
(l) Liens in the form of cash deposits maintained with any Person to secure obligations owing by the Parent or any of its Subsidiaries under any Interest Hedge Agreement or Hydrocarbon Hedge Agreement, which cash deposits under this clause (l) may not exceed $40,000,000 in the aggregate at any time; and
(m) other Liens created after the date hereof and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersSection 6.02(j).
Appears in 2 contracts
Samples: Credit Agreement (Mariner Energy Resources, Inc.), Credit Agreement (Mariner Energy Inc)
Liens, Etc. Create Create, incur, assume or suffer to exist any Lien upon or with respect to any of its assets or properties (including, without limitation, any shares including stock or other securities of any class person, including any Subsidiary) now owned or hereafter acquired or assign or otherwise convey any right to receive income or revenues; provided that the foregoing restrictions shall not apply to mortgages, deeds of equity trust, pledges, liens, security of any of its Significant Subsidiaries), in each case to secure interests or provide for the payment of Debt, other than: charges or encumbrances:
(ia) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to on property of the extent Company or any Subsidiary if the same shall not past dueat the time be delinquent or thereafter can be paid without penalty, or which are being contested in good faith in and by appropriate proceedings diligently conducted and for with respect to which the Borrower has provided Company or Subsidiary shall have set aside adequate reserves for the payment thereof in accordance with GAAP; GAAP with respect thereto;
(iiib) pledges or deposits imposed by law, such as carrier's, warehousemen's and mechanics' liens and other similar liens, which arise in the ordinary course of business with respect to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith and by appropriate proceedings diligently conducted; and with respect to which the Company or Subsidiary shall have set aside adequate reserves in accordance with GAAP with respect thereto;
(viic) attachmentarising out of pledges or deposits under workmen's compensation laws, judgment unemployment insurance, old age pensions, or other social security or retirement benefits, or similar Liens arising legislation;
(d) other attachments, liens, charges, pledges, deposits, encumbrances, or other security interests incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with court proceedingsthe borrowing of money or the obtaining of advances or credit, provided that such Liens, and which do not in the aggregate, shall not exceed $25,000,000 at any one time outstanding; aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(viiie) Liens on the assets or properties of a Subsidiary in favor of the Company or another Subsidiary to be transferred pursuant secure Indebtedness of such Subsidiary to the ITC Transaction Company or such other Subsidiary;
(f) any Lien on property or assets of the equity interests of Company or any Subsidiary existing on the date hereof and set forth on Schedule 6.01 and any Lien that replaces such an existing Lien; provided, however, that the principal amount of the Borrower formed for purposes Indebtedness secured by the replacing Lien does not exceed the principal amount of consummating Indebtedness secured by such existing Lien at the ITC Transaction and securing Debt incurred time of replacement of the existing Lien or cover property different from the property covered by the existing Lien;
(g) Liens on property or assets of the Company or any Subsidiary granted in connection with Sale and Lease-Back Transactions, provided that the ITC Transaction, aggregate amount of Attributable Debt in connection with such Sale and Lease-Back Transactions shall not at any time be in excess of $80,000,000; and
(ixh) Liens other Liens not otherwise than those referred to in the foregoing clauses subparagraphs (ia) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vig) above, provided that the principal aggregate amount of indebtedness all Indebtedness that is secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited evidenced by Liens other than those referred to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced in subparagraphs (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (ia) through (xie) shall be placed upon and (g) above does not at any shares time exceed an amount equal to 10% of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersConsolidated Net Worth.
Appears in 2 contracts
Samples: Revolving Credit Facility and Term Loan Agreement (Ethyl Corp), Credit Facility Agreement (Ethyl Corp)
Liens, Etc. Create Create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties of any character (including, without limitation, any shares of any class of equity security of accounts) whether now owned or hereafter acquired, or sign, file or authorize the filing or suffer to exist, or permit any of its Significant Subsidiaries)Subsidiaries to sign, in each case file or authorize the filing or suffer to secure exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Parent or provide for the payment any of Debtits Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other than: right to receive income, except:
(i) Liens in existence created under the Loan Documents;
(ii) Permitted Liens;
(iii) Liens existing on the date of this Agreement; hereof and described on Schedule 4.01(v) hereto;
(iiiv) Liens for taxesarising in connection with Capitalized Leases permitted under Section 5.02(b)(iii); provided, assessments that no such Lien shall extend to or governmental charges cover any Collateral or levies assets other than the assets subject to such Capitalized Leases;
(v) Liens created after the extent not past due, or which are being contested date hereof in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance connection with GAAP; (iii) pledges or deposits purchase money obligations with respect to equipment acquired by any Loan Party in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; business;
(vi) Liens imposed securing Debt incurred pursuant to Sections 5.02(b)(ii) and (v) and otherwise permitted by law such as materialmen’s, mechanics’, carriers’, workers’ the Subordination and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conductedIntercreditor Agreements; and
(vii) attachment(A) deposits of cash, judgment checks or other Cash Equivalents to secure Ordinary Course Obligations, (B) letters of credit issued to secure Ordinary Course Obligations or (C) surety, appeal, performance and return-of-money bonds and bonds of a similar Liens arising nature issued to secure or in connection with court proceedings, provided that such Liensrespect of Ordinary Course Obligations, in the aggregate, shall an aggregate amount not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such propertyset forth in Section 5.02(b)(xii); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Liens, Etc. Create Neither the Borrower nor any of it Subsidiaries shall create or suffer to exist any Lien upon or with respect to any of its properties properties, whether now owned or hereafter acquired, or assign any right to receive income, except for (includingcollectively, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case the following are hereinafter referred to secure or provide for as the payment of Debt, other than: “Permitted Liens”): (ia) Liens in existence on created pursuant to the date of this AgreementLoan Documents and authorized by the Financing Order; (iib) purchase money Liens for taxes, assessments upon or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which any property hereinafter acquired by the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits such Subsidiary in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in not inconsistent with the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business Approved Budget to secure the purchase price of such property or to secure indebtedness Indebtedness incurred solely for the purpose of financing the acquisition of such property, including Liens to secure Capital Lease Obligations; (vic) any Lien securing the renewal, extension or refunding of any Indebtedness or other Obligation secured by any Lien permitted by subsection (b) of this Section 6.1 without any increase in the amount secured thereby or in the assets subject to such Lien; (d) Liens imposed arising by operation of law such as in favor of materialmen’s, mechanics’, warehousemen, carriers’, workers’ and repairmen’s Liens and lessors or other similar Liens arising Persons incurred by the Borrower or such Subsidiary in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conductedwhich secure its obligations to such Person; (viie) attachmentLiens securing taxes, judgment assessments or other similar governmental charges or levies, exclusive of any such Liens arising asserted by the FCC; (f) Liens incurred or pledges and deposits made in the ordinary course of business in connection with court proceedingsworkers’ compensation, provided that such Liensunemployment insurance, old-age pensions and other social security benefits; (g) Liens securing the performance of statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in the aggregateordinary course of business, shall not exceed $25,000,000 at any one time outstandingand judgment liens; (viiih) Liens zoning restrictions, easements, licenses, reservations, restrictions on the assets to be transferred pursuant to the ITC Transaction use of real property or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens minor irregularities incident thereto which do not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in aggregate materially detract from the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing value or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part use of the property or Debt that secured assets of the Lien so extendedBorrower or such Subsidiary or impair, renewed in any material manner, the use of such property for the purposes for which such property is held by the Borrower or replaced (and any improvements on such property)Subsidiary; and (xii) valid, perfected and enforceable Liens on rights or other property purported to be transferred of record existing immediately prior to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersPetition Date.
Appears in 2 contracts
Samples: Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Lp), Secured Super Priority Debtor in Possession Credit Agreement (Globalstar Lp)
Liens, Etc. Create Incur, issue, assume or suffer guarantee, or permit any Domestic Subsidiary to exist incur, issue, assume or guaranty, at any time, any Borrowed Debt secured by a Lien upon on any Principal Domestic Property of the Borrower or with respect to any of its properties (includingDomestic Subsidiary, without limitation, or any shares of any class of equity security stock or Borrowed Debt of any of its Significant SubsidiariesDomestic Subsidiary (other than Margin Stock), in each case without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other Borrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to secure the Advances) shall be secured equally and ratably with (or provide for the payment of prior to) such secured Borrowed Debt, other than: so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets as determined at the time of the incurrence of such Lien; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), Borrowed Debt secured by:
(i) Liens in existence on property of, or on any shares of stock or Borrowed Debt of, any Person existing at the date time such Person becomes a member of this Agreement; the Consolidated Group;
(ii) Liens in favor of the Borrower or any member of the Consolidated Group;
(iii) Liens on property of the Borrower or any member of the Consolidated Group in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute;
(iv) Liens for taxes, assessments or governmental charges or levies to the extent Taxes not past due, yet delinquent or which are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower has provided conducted, if adequate reserves for with respect thereto are maintained on the payment thereof books of the applicable Person in accordance with GAAP; ;
(iiiv) pledges Liens on property (including that of Allergan and its Subsidiaries), shares of stock or deposits Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof;
(vi) Liens existing on the Effective Date;
(vii) Liens incurred in connection with pollution control, industrial revenue or similar financing;
(viii) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business to secure obligations under worker’s compensation laws and title defects or similar legislation; (iv) other pledges or deposits in the ordinary course irregularities that are of business (other than for borrowed monies) a minor nature and that, in the aggregate, are do not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or interfere in any property acquired or held by the Borrower in material respect with the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary conduct of the Borrower formed for purposes business of consummating the ITC Transaction and securing Debt incurred in connection with the ITC TransactionConsolidated Group, taken as a whole; and
(ix) other Liens not otherwise referred to in the foregoing clauses any extension, renewal or replacement (i) through (viii) aboveor successive extensions, provided that such Liensrenewals or replacements), in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in as a whole or in part part, of any Borrowed Debt secured by any Lien referred to in the foregoing clauses subclauses (i) through (vivii) above, of this Section 5.02(a); provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of (i) such extension, extension renewal or replacement and that such extension, renewal or replacement, as the case may be, Lien shall be limited to all or a part of the property same property, shares of stock or Debt that secured the Lien so extended, renewed or replaced (and any plus improvements on such property); ) and (xiii) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably Borrowed Debt secured by such Lien pursuant to documentation satisfactory to the Lendersat such time is not increased.
Appears in 2 contracts
Samples: 364 Day Bridge Credit Agreement (AbbVie Inc.), 364 Day Bridge Credit Agreement
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Entergy's Significant Subsidiaries)Subsidiaries or of New Orleans) or ETHC's properties, in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreementhereof; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which ETHC or Entergy, as the Borrower case may be, has provided adequate reserves for the payment thereof in accordance with GAAPgenerally accepted accounting principles; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s 's compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to ETHC or Entergy, as the Borrowercase may be; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower Entergy or ETHC in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s's, mechanics’', carriers’', workers’ ' and repairmen’s 's Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregateaggregate for both ETHC and Entergy, shall not exceed $25,000,000 50,000,000 at any one time outstanding; , (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viiivii) above, provided that such Liens, in the aggregateaggregate for both ETHC and Entergy, shall not exceed $50,000,000 100,000,000 at any one time; time and no such Lien on any of the properties or assets of ETHC shall secure or provide for the payment of Debt of ETHC or Entergy and (xix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in permitted pursuant to the foregoing clauses (i) through (viviii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xiix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary or of New Orleans unless the obligations of the Borrower ETHC and Entergy to the Lenders and the LC Issuing Banks Guaranteed Party hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersGuaranteed Party.
Appears in 2 contracts
Samples: Guaranty and Acknowledgment Agreement (System Energy Resources Inc), Guaranty and Acknowledgment Agreement (System Energy Resources Inc)
Liens, Etc. Create Create, assume, incur or suffer to exist exist, any Lien upon on or with in respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries)Property whether now owned or hereafter acquired, other than the following (“Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Excepted Liens;
(c) Liens existing on the Closing Date and described in Schedule 6.01; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(d) Liens arising out of judgments or awards in respect of which the Parent or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $500,000.00 at any time outstanding;
(e) Liens securing Debt permitted under Section 6.02(e)(i) and purchase money security interests securing Debt permitted under Section 6.02(e)(ii) in any fixed or capital assets and improvements thereto or equipment hereafter acquired (or, in each the case to secure of improvements, constructed) by the Parent or provide for the payment any of Debt, other than: its Subsidiaries; provided that (i) such Liens in existence do not at any time encumber any property other than the property financed by such Debt and the Proceeds thereof, (ii) the Debt secured thereby does not exceed the lesser of the cost or fair market value of the property being acquired or financed on the date of this Agreement; (ii) Liens for taxesacquisition or financing, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges in the case of purchase money security interests, such security interests are created within 120 days after such acquisition (or deposits completion of such improvements);
(f) rights of set-off of banks and other Persons in the ordinary course of banking and trading arrangements;
(g) Liens in favor of the Secured Counterparties (as defined in the Intercreditor Agreement) and Sowood which are subject to the Intercreditor Agreement;
(h) security interests (i) in inventory held by and granted to an LDC in the ordinary course of business and (ii) in accounts purchased and collected by and granted to secure obligations under worker’s compensation laws an LDC that has agreed to make payment to the Borrowers or similar legislation; (iv) other pledges or deposits one of their Subsidiaries for such accounts in the ordinary course of business business; and
(other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ixi) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) abovesecuring obligations, provided that such Liensactual or contingent, in the aggregate, shall an aggregate amount not exceed greater than $50,000,000 200,000.00 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Total Gas & Electricity (PA) Inc), Credit Agreement (MxEnergy Holdings Inc)
Liens, Etc. Create The Company will not create or suffer to exist exist, or permit any of its Restricted Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired; provided, any shares of any class of equity security of any of its Significant Subsidiaries), in each case however that the foregoing restriction shall not apply to secure or provide for the payment of Debt, other than: following Liens which are permitted:
(i) Liens in existence on the date of this Agreement; pursuant to any Loan Document;
(ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; Customary Permitted Liens;
(iii) pledges or deposits Liens in favor of the ordinary course of business United States to secure obligations amounts paid to the Company or any of its Restricted Subsidiaries as advance or progress payments under worker’s compensation laws government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or similar legislation; progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iv) attachment, judgment and other pledges similar Liens arising in connection with legal proceedings, provided that any such judgment does not constitute an Event of Default;
(v) Liens on accounts receivable and related assets resulting from the sale of such accounts receivable;
(vi) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or deposits in is merged into or amalgamated with or into or consolidated with the ordinary course of business Company or any Restricted Subsidiary (other than for borrowed monies) thatany such Lien created in contemplation of such acquisition, in the aggregate, are not material to the Borrower; merger or amalgamation);
(vvii) purchase money mortgages or other liens or purchase money security interests Liens upon or in any property asset acquired or held by the Borrower Company or any Restricted Subsidiary that is a Significant Subsidiary (including any capital interest in the ordinary course of business any Person) to secure the purchase price of such property asset or to secure indebtedness Indebtedness incurred solely for the purpose of financing the acquisition of or construction of improvements on or with respect to any such propertyasset (provided that the amount of Indebtedness secured by such Lien does not exceed 100% of the purchase price of such asset and transaction costs relating to such acquisition or the costs of such construction) and Liens existing on any asset at the time of its acquisition (other than any such Lien created in contemplation of such acquisition) and the interest of the lessor thereof in any asset that is subject to a Capital Lease; (vi) provided that to the extent the Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; permitted pursuant to this clause (vii) attachmentsecure obligations that constitute Indebtedness, judgment or other similar Liens arising in connection with court proceedings, provided that the aggregate principal amount of such Liens, in the aggregate, Indebtedness shall not exceed the greater of (x) $25,000,000 175,000,000 and (y) 3.0% of the consolidated total assets of the Company determined in accordance with GAAP at any one the time outstanding; such Indebtedness is incurred;
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction deposits securing obligations under cash pooling and securing Debt incurred in connection with the ITC Transaction, notional pooling arrangements;
(ix) Liens, other than Liens not otherwise referred to described in the foregoing clauses (i) through (viii) aboveand in clauses (x) through (xvii), provided that to secure Indebtedness not in excess of the greater of (x) $75,000,000 and (y) 2.0% of consolidated total assets of the Company, determined in accordance with GAAP, at the time such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; Lien is incurred;
(x) Liens created for the sole purpose of extendingresulting from any extension, renewing renewal or replacing replacement (or successive extensions, renewals or replacements), in whole or in part Debt part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (iv) through and (vi) above, provided that so long as (x) the aggregate principal amount of indebtedness secured thereby any such Indebtedness shall not exceed the principal amount increase as a result of indebtedness so secured at the time of any such extension, renewal or replacement and that (y) Liens resulting from any such extension, renewal or replacement, as the case may be, replacement shall be limited to all or a part of the cover only such property or Debt that which secured the Lien so Indebtedness that is being extended, renewed or replaced (and any improvements on such property); and replaced;
(xi) Liens securing Indebtedness owing to the Company or any of its Restricted Subsidiaries;
(xii) Liens on rights assets of Restricted Subsidiaries that are Foreign Subsidiaries securing Indebtedness or other property purported to be transferred obligations of such Subsidiary permitted by Section 5.02(b)(xv);
(xiii) Liens existing, or provided for under binding contracts existing, on the Closing Date, and that are, to the issuer of Eligible Securitization Bonds or another entity extent any such Lien exceeds, individually, $10,000,000 set forth on Schedule 5.02(a);
(xiv) Liens on the Collateral to secure Eligible Securitization BondsIndebtedness permitted under Section 5.02(b)(xvi); providedprovided that the representative of the holders of any such Indebtedness becomes party to (x) if such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations, furtherthe Junior Lien Intercreditor Agreement (if any) as a “Senior Representative” (or similar term, in each case, as defined in the Junior Lien Intercreditor Agreement) and the First Lien Intercreditor Agreement and (y) if such Indebtedness is secured by the Collateral on a junior priority basis to the Liens securing the Secured Obligations, the Junior Lien Intercreditor Agreement as a “Junior Lien Representative” (or similar term, in each case, as defined in the Junior Lien Intercreditor Agreement);
(xv) Liens securing Indebtedness permitted under Section 5.02(b)(xix) and, solely to the extent relating to Indebtedness incurred pursuant to Section 5.02(b)(xix), Section 5.02(b)(xxii);
(xvi) Liens on Call or Defeasance Deposits securing Called or Defeased Debt; and
(xvii) Liens securing Indebtedness permitted by Section 5.02(b)(ii); provided that no such Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon extend to any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower property or assets, other than property and assets that were subject to the Lenders Liens securing such Original Debt and the LC Issuing Banks hereunder are simultaneously improvements and ratably secured by accessions to such Lien pursuant to documentation satisfactory to the Lendersproperty.
Appears in 2 contracts
Samples: Credit Agreement (Perspecta Inc.), Credit Agreement (Perspecta Inc.)
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this AgreementRestatement Effective Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred created by or pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, Mortgage Indenture; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred to in the foregoing clauses (i) through (vi) and (viii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Entergy Mississippi, LLC), Credit Agreement (Entergy Mississippi, LLC)
Liens, Etc. Create The Borrower shall not create or suffer to exist exist, and shall not permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties (includingor such Subsidiary's properties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income therefrom, except for the following and the Lender hereby consents to the following liens notwithstanding the provisions of any Negative Pledge Agreement:
(a) Liens created pursuant to the Loan Documents;
(b) Liens arising by operation of law in each case favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by the Borrower or any of its Subsidiaries in the ordinary course of business which secure its obligations to secure such Person; provided, however, that (i) the Borrower or provide such Subsidiary is not in default with respect to such payment obligation to such Person, (ii) the Borrower or such Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment of Debtthereof, other than: or (iiii) all such failures in the aggregate have no Material Adverse Effect;
(c) Liens in existence on the date of this Agreement; (iiexcluding Environmental Liens) Liens for securing taxes, assessments or governmental charges or levies to levies; provided, however, that (i) neither the extent not past due, Borrower nor any of its Subsidiaries is in default in respect of any payment obligation with respect thereto unless the Borrower or which are being contested such Subsidiary is in good faith in and by appropriate proceedings diligently conducted contesting such obligation and for which the Borrower has provided adequate reserves provision is made for the payment thereof thereof, and (ii) all such failures in accordance the aggregate have no Material Adverse Effect;
(d) Zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto which do not in the aggregate materially detract from the value or use of the property or assets of the Borrower or any of its Subsidiaries or impair, in any material manner, the use of such property for the purposes for which such property is held by the Borrower or any such Subsidiary;
(e) Liens in favor of landlords securing operating leases permitted by Section 8.03;
(f) Liens existing on the date of this Agreement and disclosed on Schedule 8.01, and Liens permitted by the Existing Facility or the Other Supplemental Facility, or the Loan Documents thereunder;
(g) Liens incurred or deposits made in the ordinary course of business in connection with GAAP; 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, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(h) Any attachment or judgment Lien not constituting an Event of Default under Section 9.01(f);
(i) Any (i) interest or title of a lessor or sublessor under any Capitalized Lease or any operating lease not prohibited by this Agreement, (ii) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to, or (iii) pledges subordination of the interest of the lessee or deposits sublessee under such lease to any restriction or encumbrance referred to in the preceding clause (ii);
(j) Liens arising from filing UCC financing statements relating solely to leases permitted by this Agreement;
(k) Deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; liabilities to insurance carriers, lessors, utilities and other service providers;
(ivl) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase Purchase money security interests upon (including mortgages, conditional sales, Capitalized Leases and any other title retention or deferred purchase devices) in any personal property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes or any of consummating its Subsidiaries in an amount not exceeding $200,000 in respect of each Hotel Facility, existing or created at the ITC Transaction and time of acquisition thereof or within 60 days thereafter.
(m) Any Lien securing Debt incurred in connection with the ITC Transactionrenewal, (ix) extension or refunding of any Indebtedness or other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt Obligation secured by any Lien referred in the foregoing clauses (i) through (vi) above, permitted by this Section 8.01 provided that such renewal, extension or refunding is otherwise permitted by this Agreement and the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights Indebtedness or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably Obligation secured by such Lien and the assets subject to such Lien are not increased.
(n) Any Lien securing Indebtedness permitted pursuant to documentation satisfactory to the LendersSections 8.02(a)(v), 8.02(a)(vi) and 8.02(a)(vii).
Appears in 2 contracts
Samples: Credit Agreement (Hospitality Properties Trust), Second Supplemental Credit Agreement (Hospitality Properties Trust)
Liens, Etc. Create or suffer to exist exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment any Debt of Debt, any Person other than: than (i) Liens in existence on favor of the date of this AgreementBank; (ii) Liens for taxes, assessments or governmental charges or levies to existing on the extent not past due, or which are being contested date hereof and set forth in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAPSchedule 6.02(d) hereto; (iii) pledges purchase money Liens upon or deposits in any equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of business with respect to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course principal indebtedness up to a maximum of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business $2,000,000 to secure the purchase price of such property equipment or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyequipment; (iv) Liens existing on property acquired by the Borrower or any Subsidiary, and all refundings and extensions of any such Liens; (v) Liens, deposits and/or pledges made to secure the performance of operating leases; provided that the principal amount of Debt secured by any such Lien permitted hereunder shall not exceed an amount equal to (x) one hundred percent (100%) of the cost of the real property subject to such lien or security interest or (y) one hundred percent (100%) of the cost of the personal property subject to such lien or security interest, and further provided that none of such liens or security interests shall extend to other assets of the Borrower or its Subsidiaries, (vi) Liens imposed by law such as for taxes, assessments or other governmental charges which are not delinquent, and (vii) materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and or other similar Liens liens arising in the ordinary course of business for sums the underlying claim with respect to which is not yet due delinquent or currently is being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersfaith.
Appears in 2 contracts
Samples: Credit Agreement (Southwest Water Co), Credit Agreement (Southwest Water Co)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist exist, or permit any of the Guarantors to create, assume, incur, or suffer to exist, any Lien upon on or with in respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant SubsidiariesProperty whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and the Guarantors may create, incur, assume, or suffer to exist:
(a) Liens securing the Obligations;
(b) Liens specified in the attached SCHEDULE 6.01 on the Property owned by the Borrower and the Guarantors which is specified therein securing only the Debt disclosed to be secured by such Liens therein;
(c) Liens securing purchase money Debt or Capital Leases to the extent such Debt is permitted under Section 6.02(f), in each case to secure or provide for the payment of Debt, other than: ; PROVIDED that (i) Liens each such Lien only encumbers the property acquired in existence on connection with the date creation of this Agreement; such Debt or Capital Lease and all proceeds therefrom and (ii) the fair market value of the collateral securing any such Debt may exceed the outstanding principal amount of such Debt only to the extent such excess is within customary commercial bank lending and collateralization requirements;
(d) Liens for taxes, assessments assessments, or other governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings diligently conducted; proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(viie) attachmentLiens in favor of vendors, judgment carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar Liens arising by operation of law in connection with court the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided that such Liens, reserve as may be required by GAAP shall have been made therefor;
(f) Liens to operators and non-operators under joint operating agreements arising in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on ordinary course of the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary business of the Borrower formed for purposes or the relevant Guarantor to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(g) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of consummating title that are customarily accepted in the ITC Transaction oil and securing Debt incurred in connection gas financing industry, none of which interfere with the ITC Transactionordinary conduct of the business of Borrower or any Guarantor or materially detract from the value or use of the Property to which they apply; and
(h) Liens of record under terms and provisions of the leases, (ix) unit agreements, assignments, and other Liens not otherwise referred to transfer of title documents in the foregoing clauses (i) through (viii) abovechain of title under which the Borrower or the relevant Guarantor acquired the Property, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred which have been disclosed to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersAgent.
Appears in 2 contracts
Samples: Credit Agreement (RLP Gulf States LLC), Credit Agreement (Ram Energy Inc/Ok)
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant SubsidiariesSubsidiary), in each case to secure or provide for the payment of Debt, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which the Guarantor or Significant Subsidiary is a party, (C) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viD) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by the Guarantor or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary; provided that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Guaranty; (v) Liens created by any First Mortgage Indenture, so long as (A) under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Default and (B) no such Liens shall apply to assets acquired from the Guarantor or any Significant Subsidiary if such assets were free of Liens (other than as a result of a release of such Liens in contemplation of such acquisition) immediately prior to any such acquisition; (vi) Liens on assets of American Transmission Systems, Incorporated to secure Debt of American Transmission Systems, Incorporated, provided, however, that the aggregate principal amount of Debt secured by such Liens shall not at any time exceed 60% of the depreciated book value of the property subject to such Liens; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Stranded Cost Securitization Bonds; (viii) Liens on cash (in an aggregate amount not to exceed $270,000,000) pledged to secure reimbursement obligations for letters of credit issued for the assets to be transferred pursuant to the ITC Transaction or the equity interests account of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, Ohio Edison Company; (ix) other Liens not otherwise referred to on assets transferred in the foregoing clauses (i) through (viii) above, provided that such Liens, Generation Transfers in favor of the aggregate, shall not exceed $50,000,000 at any one timetransferor thereof; and (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred to in the foregoing clauses (i) through (vi) aboveix); provided, provided however, that the principal amount of indebtedness Debt secured thereby shall not exceed the principal amount of indebtedness Debt so secured at the time of such extension, renewal or replacement replacement, and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Guaranty (Firstenergy Corp), Guaranty (Jersey Central Power & Light Co)
Liens, Etc. Create Create, incur or suffer to exist exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Lien upon on or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, or upon any income or profits therefrom, or acquire or agree to acquire, or permit any Subsidiary to acquire, any shares of any class of equity security of any of its Significant Subsidiaries)property or assets upon conditional sales agreements or other title retention devices, in each case to secure or provide for the payment of Debt, other than: except:
(i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, taxes and assessments or governmental charges or levies to and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the extent time required by Section 5.01(a) or (b);
(ii) any Lien of or resulting from any judgment or award; provided that either (A) the amount secured thereby does not past dueexceed $200,000,000 or (B) if the amount secured thereby does exceed $200,000,000, the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or which are being contested the Borrower or a Subsidiary shall in good faith in appropriate proceedings diligently conducted be prosecuting an appeal or proceeding for a review thereof, and execution of such judgment or award shall be stayed pending such appeal or proceeding for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; review;
(iii) pledges or deposits Liens incidental to the conduct of business conducted by the Borrower and its Subsidiaries in the ordinary course of business or the ownership of properties and assets owned by the Borrower and its Subsidiaries (including Liens in connection with worker’s compensation, unemployment insurance and other like laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens to secure obligations under worker’s compensation laws the performance of bids, tenders or similar legislation; (iv) trade contracts, or to secure statutory obligations, surety or appeal bonds or other pledges or deposits Liens of like general nature incurred in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by of the Borrower and its Subsidiaries and not in connection with the ordinary course borrowing of business to secure money, provided in each case, the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’sobligation secured is not overdue or, mechanics’if overdue, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently is being contested in good faith by appropriate proceedings diligently conducted; actions or proceedings;
(viiiv) attachmentsurvey exceptions or encumbrances, judgment encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other similar Liens arising restrictions as to the use of real properties, which are necessary or appropriate in connection with court proceedingsthe good faith judgment of the Borrower for the conduct of the business of the Borrower and its Subsidiaries and which, provided that such Liens, individually or in the aggregate, shall do not exceed $25,000,000 at in any one time outstanding; (viii) Liens on event materially impair their use in the assets to be transferred pursuant to operation of the ITC Transaction or the equity interests of any Subsidiary business of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.its Subsidiaries taken as a whole;
Appears in 2 contracts
Samples: Credit Agreement (Applied Materials Inc /De), Credit Agreement (Applied Materials Inc /De)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist any Lien upon exist, or with respect to permit any of its properties (includingSubsidiaries to create, without limitationassume, incur, or suffer to exist, any shares of any class of equity security Lien on or in respect of any of its Significant Subsidiaries)Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist:
(a) Liens securing the Obligations;
(b) the Liens under the Project Company Mortgage;
(c) Liens listed on the attached Schedule 6.01;
(d) purchase money Liens and Liens in connection with Capital Leases, in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure business; provided that, the purchase price of Debt secured by such property or to secure indebtedness Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(e) Liens imposed for taxes, assessments, or other governmental charges or levies not yet due or that (provided that foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(f) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided that such reserves as may be required by GAAP shall have been made therefor;
(g) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(h) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and, with respect to the Oil and Gas Properties covered by the Mortgages, that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(i) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers' compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar Liens arising legislation or to secure public or statutory obligations of the Borrower;
(j) operating agreements, unitization and pooling agreements and orders, production handling agreements, processing agreements, transportation agreements, sales agreements, farmout agreements, gas balancing agreements and other agreements, in connection with court proceedingseach case that are customary in the oil, provided gas and mineral exploration and production business and that are entered into in the ordinary course of business and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that such LiensLiens do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary;
(k) preferential purchase rights, consents to assignments, rights reserved to or vested in any Governmental Authority or lessor, and rights of set-off and banker's liens in each case that do not secure Debt;
(l) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the aggregatechain of title that are customarily accepted in the oil and gas financing industry, shall none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(m) Liens in the form of cash deposits maintained with any Person to secure obligations owing by the Borrower or any of its Subsidiaries under any Interest Hedge Agreement or Hydrocarbon Hedge Agreement, which cash deposits under this clause (m) may not exceed $25,000,000 10,000,000 in the aggregate at any one time outstandingtime; and
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ixn) other Liens securing Debt permitted under Section 6.02 not otherwise referred to exceeding $2,000,000 in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 aggregate at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Mariner Energy Inc), Credit Agreement (Mariner Energy Resources, Inc.)
Liens, Etc. Create Create, incur, assume, or suffer to exist exist, or permit any Lien of its Subsidiaries to create, incur, assume, or suffer to exist, any lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of its properties of any character (including, without limitation, any shares of any class of equity security of accounts) (any of its Significant Subsidiariesthe foregoing being referred to herein as a “Lien”), in each case to secure or provide for excluding, however, from the payment operation of Debt, other than: the foregoing restrictions the Liens created under the Loan Documents and the following:
(i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; ;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (viii) Liens imposed by law law, such as materialmen’s, mechanics’, carriers’, workers’ workmen’s and repairmen’s Liens liens and other similar Liens arising in the ordinary course of business for sums securing obligations which are not yet due overdue or currently which are being contested in good faith faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien;
(iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(iv) (A) purchase money Liens upon or in property now owned or hereafter acquired by appropriate proceedings diligently conducted; the Borrower or any of its Subsidiaries in the ordinary course of business (viiconsistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Utilities shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;
(v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary;
(vi) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such LiensLiens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies;
(vii) Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, in the aggregate, shall provided that such obligations do not exceed $25,000,000 5,000,000 in the aggregate at any one time outstanding; ;
(viii) Liens on the assets to be transferred created pursuant to the ITC Transaction or Mortgage Bond Indentures;
(ix) Liens on the equity ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Subsidiary Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Borrower formed for purposes Dollar equivalent amount of consummating such Debt shall be made as of the ITC Transaction and date of the incurrence of such Lien securing Debt such Debt;
(x) Liens in favor of Wachovia, as agent under the Utility Facilities to secure the obligations of the respective Utilities under such agreements;
(xi) Liens incurred in connection with the ITC Transactionsales of assets permitted in Section 5.2(d)(ix);
(xii) Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (ixx) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) abovecase of the Borrower and all its Subsidiaries other than the Utilities and their respective Subsidiaries, provided that such Liens, in the aggregate, shall not exceed $50,000,000 100,000,000 outstanding at any one time; , and (xy) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time;
(i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xixiii) Liens on rights nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;
(xiv) Liens constituting easements, restrictions and other property purported to be transferred to similar encumbrances arising in the issuer ordinary course of Eligible Securitization Bonds business, which in the aggregate do not materially adversely affect the Borrower’s use of its properties;
(xv) Liens set forth in Schedule III hereto, and any extensions, renewals, refinancing or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares replacements of any class of equity security of any Significant Subsidiary unless such Liens upon or in the same property theretofore subject thereto; and
(xvi) other Liens securing obligations of the Borrower and its Subsidiaries not to exceed more than five percent (5%) of the Lenders consolidated assets (valued at book value) of the Borrower and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersits Subsidiaries at any time.
Appears in 2 contracts
Samples: Credit Agreement (Alliant Energy Corp), Credit Agreement (Interstate Power & Light Co)
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary of such Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of its Significant Subsidiariessuch Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which such Borrower or Significant Subsidiary is a party, (C) deposits, in an aggregate amount not to exceed $200,000,000 at any one time outstanding, made by FE during the period from the date hereof through and including December 31, 2018 to secure, or in lieu of, surety, appeal, or customs bonds to which any Unregulated Subsidiary is a party, (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viE) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by such Borrower or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Nonrecourse Indebtedness; (viii) Liens on the cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of such Borrower or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of such Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets to be transferred pursuant otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the ITC Transaction purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equity interests equipment, project, nuclear fuel or other assets financed with the proceeds of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the ITC Transactionassets of such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (xiii) Liens created for the sole purpose of refinancing, (ix) other Liens not otherwise extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (viii) abovexii); provided, provided that such Lienshowever, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (FirstEnergy Solutions Corp.), Credit Agreement
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this AgreementRestatement Effective Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viiivii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 at any one time; (xix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xix) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Entergy Arkansas Inc), Credit Agreement (Entergy Arkansas Inc)
Liens, Etc. Create or suffer to exist any Lien lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, or assign any shares of any class of equity security of any of its Significant Subsidiaries)right to receive income, in each case to secure or provide for the payment any debt of Debtany Person, other than: than the permitted liens listed below (the “Permitted Liens”):
(i) Liens in existence those described on Schedule 5.02(a) hereto and renewals and extensions on the date of this Agreementsame or substantially the same terms and conditions and at no increase in the debt or obligation; or
(ii) Liens liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or
(iii) the liens or security interests of Lender in the Security Agreement, Mortgage or otherwise; or
(iv) liens for taxes, assessments assessments, or other governmental charges or levies to that are not more than thirty (30) days overdue or, if the extent not past dueexecution thereof is stayed, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conductedpursued and for which adequate reserves have been established; or
(v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or
(vi) liens resulting from good faith deposits to secure payments of workers’ compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of debt); or
(vii) attachment, any attachment or judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall lien not exceed $25,000,000 at any one time outstandingconstituting an Event of Default; or
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) other Liens not otherwise referred to in customary offset rights of brokers and deposit banks arising under the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one timeterms of securities account agreements and deposit agreements; or
(x) Liens created for any real estate easements and easements, covenants and encumbrances that customarily do not affect the sole purpose of extending, renewing marketable title to real estate or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property)materially impair its use; and or
(xi) Liens on rights liens for purchase money security interest in equipment and vehicles or any other property purported acquired or held in the ordinary course of business not to be transferred to the issuer exceed an aggregate amount of Eligible Securitization Bonds $500,000.00 per year or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders$200,000.00 for a single purchase.
Appears in 2 contracts
Samples: Loan Agreement (Renewable Energy Group, Inc.), Loan Agreement (Renewable Energy Group, Inc.)
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this AgreementRestatement Effective Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 50,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred created by or pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes Mortgage Indentures of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, Borrower; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 100,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) and (viii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Entergy Arkansas, LLC), Credit Agreement (Entergy New Orleans, LLC)
Liens, Etc. Create Incur, issue, assume or suffer guarantee, or permit any Domestic Subsidiary to exist incur, issue, assume or guaranty, at any time, any Borrowed Debt secured by a Lien upon on any Principal Domestic Property of the Borrower or with respect to any of its properties (includingDomestic Subsidiary, without limitation, or any shares of any class of equity security stock or Borrowed Debt of any of its Significant SubsidiariesDomestic Subsidiary (other than Margin Stock), in each case without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other Borrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to secure the Advances) shall be secured equally and ratably with (or provide for the payment of prior to) such secured Borrowed Debt, other than: so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets as determined at the time of the incurrence of such Lien; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), Borrowed Debt secured by:
(i) Liens in existence on property of, or on any shares of stock or Borrowed Debt of, any Person existing at the date of this Agreement; time such Person becomes a Domestic Subsidiary;
(ii) Liens in favor of the Borrower or any Domestic Subsidiary;
(iii) Liens on property of the Borrower or any Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute;
(iv) Liens for taxes, assessments or governmental charges or levies to the extent Taxes not past due, yet delinquent or which are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower has provided conducted, if adequate reserves for with respect thereto are maintained on the payment thereof books of the applicable Person in accordance with GAAP; ;
(iiiv) pledges Liens on property (including that of Allergan and its Subsidiaries), shares of stock or deposits Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof;
(vi) Liens existing on the Effective Date;
(vii) Liens incurred in connection with pollution control, industrial revenue or similar financing;
(viii) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business to secure obligations under worker’s compensation laws and title defects or similar legislation; (iv) other pledges or deposits in the ordinary course irregularities that are of business (other than for borrowed monies) a minor nature and that, in the aggregate, are do not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or interfere in any property acquired or held by the Borrower in material respect with the ordinary course conduct of the business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, or any Domestic Subsidiary; and
(ix) other Liens not otherwise referred to in the foregoing clauses any extension, renewal or replacement (i) through (viii) aboveor successive extensions, provided that such Liensrenewals or replacements), in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in as a whole or in part part, of any Borrowed Debt secured by any Lien referred to in the foregoing clauses subclauses (i) through (vivii) aboveof this Section 5.02(a); provided, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of (i) such extension, extension renewal or replacement and that such extension, renewal or replacement, as the case may be, Lien shall be limited to all or a part of the property same property, shares of stock or Debt that secured the Lien so extended, renewed or replaced (and any plus improvements on such property); ) and (xiii) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably Borrowed Debt secured by such Lien pursuant to documentation satisfactory to the Lendersat such time is not increased.
Appears in 2 contracts
Samples: Revolving Credit Agreement (AbbVie Inc.), Revolving Credit Agreement (AbbVie Inc.)
Liens, Etc. Create Create, incur, assume or suffer to exist exist, any Lien upon mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (including any Capital Lease) with respect to any of its properties (including, without limitationto, any shares real or personal property (tangible or intangible, now existing or hereafter acquired)(each being a “Lien”), including but not limited to the Accounts and Inventory, nor will the Borrower nor any Subsidiary make the foregoing negative covenant in favor of any class of equity security of any of its Significant Subsidiaries), in other Person except the following (each case to secure or provide for the payment of Debt, other than: being a “Permitted Lien”):
(i) Liens in existence on the date of this Agreement; (iia) Liens for taxestaxes not yet delinquent or being contested in good faith; mechanics’, assessments workmen’s, materialmen’s or governmental charges or levies to other like liens arising in the extent ordinary course of business in respect of obligations which are not past due, yet due or which are being contested in good faith (as to which adequate reserves have been established on the Borrower’s books to the extent required by GAAP) and which were not incurred in appropriate proceedings diligently conducted connection with the purchase of property, borrowing of money or the obtaining of credit and for which do not detract from the value of the properties or assets of the Borrower has provided adequate reserves for and its Subsidiaries or affect the payment use thereof in accordance the operation of their business;
(b) The existing Liens referred to in Schedule 7.01;
(c) Purchase money mortgages, liens and other security interests, including Capital Leases, created in respect of property acquired by the Borrower and/or any of its Subsidiaries after the date hereof or existing in respect of property so acquired prior to the date hereof, provided that (i) each such lien shall at all times be confined solely to the item of property so acquired, and (ii) the aggregate principal amount of indebtedness secured by all such liens shall at no time exceed $1,000,000;
(d) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with GAAP; the ordinary conduct of the businesses of the Borrower;
(iiie) Liens arising solely by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with any financial institution;
(f) Liens in connection with operating leases and granted to secure obligations with respect to “off balance sheet” or “synthetic” leases (i.e., leases where for tax purposes the lessee is treated as the owner of the leased property but for GAAP purposes the lease is treated as an operating lease and the lessor is treated as the owner of the leased property);
(g) Liens consisting of security deposits securing the Borrower’s and/or any Subsidiary’s obligations under real property leases;
(h) Any Lien securing Indebtedness to the Lenders;
(i) Deposits or pledges made in connection with, or deposits to secure payment of, worker’s compensation, unemployment insurance, old age pensions or social security;
(j) Liens arising by operation of law or under rental agreements made in the ordinary course of business to secure obligations landlords, lessors or renters under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material leases and confined to the Borrower; premises or property rented;
(v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vik) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred acquired in connection with the ITC Transaction, consummation of Permitted Acquisitions subject to Section 7.02(g); and
(ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (xl) Liens created for the sole purpose in favor of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights bank or other property purported financial institution solely against the Borrower’s and/or any Subsidiary’s deposit account(s) with such bank or other financial institution securing such bank’s or other financial institution’s obligation to be transferred to guarantee the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersBorrower’s and/or its Subsidiaries’ promissory notes issued in connection with a Permitted Acquisition.
Appears in 2 contracts
Samples: Credit Agreement (Harvard Bioscience Inc), Credit Agreement (Harvard Bioscience Inc)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist any Lien upon or with respect (all of which shall be referred to any of its properties as "Permitted Liens"):
(including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (ia) Liens in existence on securing the date of this Agreement; Obligations;
(iib) Liens for taxes, assessments or governmental charges or levies securing the Senior Debt to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which permitted under the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; Intercreditor Agreement;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (vc) purchase money mortgages or other liens Liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure or at the purchase price time of the Borrower's or such Subsidiary's acquisition of such property or to secure indebtedness equipment; provided that the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(d) Liens imposed for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(e) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided that such reserve as may be required by GAAP shall have been made therefor;
(f) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(h) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers' compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(i) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in connection each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(j) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with court proceedings, the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(k) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such LiensLien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, in and (ii) the aggregate, shall not exceed $25,000,000 at any one time outstanding; Debt under such Capital Leases is permitted under Section 6.02 below;
(viiil) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the assets to be transferred pursuant to the ITC Transaction or the equity interests ordinary course of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction business and securing Debt incurred not in connection with the ITC Transactionborrowing of money;
(m) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(ixn) other Liens not otherwise referred on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in the foregoing clauses Section 6.14);
(o) Liens in favor of Persons financing unpaid insurance premiums so long as (i) through such Liens are limited to insurance policies with respect to which such premiums are financed, and (viiiii) above, provided that the obligations secured by such Liens, Liens do not exceed $500,000 in the aggregate;
(p) Subject to paragraphs (d) and (e) of this Section 6.01, shall non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not exceed $50,000,000 at any one time; in connection with the borrowing of money;
(xq) Liens created for the sole purpose of extending, renewing or replacing described in whole or in part Debt secured by any Lien referred in the foregoing clauses Schedule 4.05; and
(i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xir) Liens on rights resulting from any judgment or other property purported to be transferred to the issuer award that is not a Default or Event of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersDefault.
Appears in 2 contracts
Samples: Subordinated Credit Agreement (Abraxas Energy Partners LP), Subordinated Credit Agreement (Abraxas Petroleum Corp)
Liens, Etc. Create or suffer to exist exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon on or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, in each case any right to secure or provide for the payment of Debtreceive income, other than: :
(i) Liens in existence existing on the date of this Agreement; Effective Date and described on Schedule 5.02(a) hereto,
(ii) purchase money Liens for taxes, assessments upon or governmental charges in any real property or levies to equipment acquired or held by the extent not past due, Guarantor or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits any Subsidiary in the ordinary course of business (other than for borrowed moniesincluding any Lien in respect of a capitalized lease of personal property) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition or lease of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property; ) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired or leased, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,
(viiii) Liens imposed asserted by law such as materialmenwarehousemen, mechanics or materialmen which Liens are being contested in good faith by appropriate proceedings diligently conducted and for which reserves in accordance with GAAP are being maintained on the books of the Guarantor and any mechanic’s, mechanics’carrier’s, carriers’, workers’ and repairmenlandlord’s Liens and other or similar Liens arising common law or statutory lien incurred in the ordinary normal course of business which has not been docketed as a judgment,
(iv) Liens or levies for sums taxes, fees, assessments or governmental charges not yet due and payable or currently being contested in good faith by appropriate proceedings diligently conducted and Liens resulting from or incurred with respect to legal proceedings which are being contested in good faith by appropriate proceedings diligently conducted; provided that reserves in accordance with GAAP are being maintained on the books of the Guarantor with respect to such taxes, fees, assessments, governmental charges and legal proceedings,
(v) Liens securing only workers’ compensation, unemployment insurance or similar obligations and/or deposits or pledges made in connection with, or to secure payment of, utilities or similar services, leases, workers’ compensation, unemployment insurance, old age pensions or other social security obligations,
(vi) Encumbrances as set forth in all deeds, title insurance and mortgages existing as of the Effective Date in respect of all real property owned or leased by the Guarantor or any of its Subsidiaries and any other zoning or deed restrictions, public utility easements, minor title irregularities and similar matters having no material adverse effect as a practical matter on the ownership or use of any of the real property in question,
(vii) attachmentLiens securing or given in lieu of surety, stay, appeal or performance bonds (other than contracts for the payment of indebtedness for borrowed money), or deposits required by law or governmental regulations or by any court order, decree, judgment or other similar rule or as a condition to the transaction of business or the exercise of any right, privilege or license, or Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall from a judgment not exceed $25,000,000 at any one time outstanding; constituting an Event of Default,
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction Interest or the equity interests title of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, a lessor under a lease,
(ix) other Liens not otherwise referred in favor of the Agent or a Lender, if any, to in secure the foregoing clauses (i) through (viii) above, provided that such Liens, in obligations of the aggregate, shall not exceed $50,000,000 at any one time; Loan Parties under the Loan Documents,
(x) Liens created for or assumed in purchasing, constructing or improving any real property or to which any real property is subject when purchased; provided, however, that: (x) the sole purpose of extendingmortgage, renewing security interest or replacing other lien is confined to the property in whole or in part Debt secured by any Lien referred in question, and (y) the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall is non-recourse as to any Loan Party and does not exceed the principal amount total cost of indebtedness so secured the purchase, construction or improvement,
(xi) Any transfer of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business,
(xii) Any financing statement perfecting a security interest that would be permissible under this Section 5.02(a),
(xiii) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such extensionmerger, renewal consolidation or replacement acquisition and that do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such extension, renewal Subsidiary or acquired by the Guarantor or such Subsidiary,
(xiv) other Liens securing Debt in an aggregate principal amount not to exceed at any time outstanding 2% of Consolidated Tangible Net Assets at the time such Lien is incurred,
(xv) the replacement, as extension or renewal of any Lien permitted by clause (i), (ii), (viii), (ix) or (xii) above upon or in the case may besame property theretofore subject thereto or the replacement, shall be limited to all extension or a part renewal (without increase in the amount or change in any direct or contingent obligor) of the property or Debt that secured the Lien so extendedthereby, renewed or replaced and
(and any improvements on such property); and (xixvi) Liens on rights or other property purported to be transferred receivables (and related assets) in connection with Permitted Receivables Financings, so long as such Liens extend solely to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses receivables (iand related assets) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersbeing securitized thereunder.
Appears in 2 contracts
Samples: Credit Agreement (Lubrizol Corp), Credit Agreement (Lubrizol Corp)
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary of such Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of its Significant Subsidiariessuch Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which such Borrower or Significant Subsidiary is a party, (C) deposits, in an aggregate amount not to exceed $250,000,000 at any one time outstanding, made by FE to secure, or in lieu of, surety, appeal, or customs bonds to which any Unregulated Subsidiary is a party, (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viE) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by such Borrower or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Nonrecourse Indebtedness; (viii) Liens on the cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of such Borrower or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of such Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets to be transferred pursuant otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the ITC Transaction purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equity interests equipment, project, nuclear fuel or other assets financed with the proceeds of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the ITC Transactionassets of such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (xiii) Liens created for the sole purpose of refinancing, (ix) other Liens not otherwise extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (viii) abovexii); provided, provided that such Lienshowever, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (FirstEnergy Transmission, LLC), Credit Agreement (FirstEnergy Transmission, LLC)
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary of the Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of its Significant Subsidiariesthe Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which the Borrower or Significant Subsidiary is a party, (C) deposits, in an aggregate amount not to exceed $250,000,000 at any one time outstanding, made by the Borrower to secure, or in lieu of, surety, appeal, or customs bonds to which any Unregulated Subsidiary is a party, (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viE) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by the Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of the Borrower or Significant Subsidiary or is merged into or consolidated with the Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Nonrecourse Indebtedness; (viii) Liens on the assets cash or cash equivalents deposited on behalf of or pledged to be transferred pursuant counterparties with respect to the ITC Transaction or the equity interests of any Subsidiary Permitted Obligations of the Borrower formed or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of the Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for purposes indemnification, adjustment of consummating purchase price or similar obligations to the ITC Transaction and purchaser of such assets; (xi) Liens securing Debt incurred obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the ITC TransactionBorrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of the Borrower or Significant Subsidiary other than the assets of the Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (ixxiii) other Liens not otherwise created for the sole purpose of refinancing, extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (viii) abovexii); provided, provided that such Lienshowever, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Firstenergy Corp), Term Loan Credit Agreement (Firstenergy Corp)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist any Lien upon or with respect (all of which shall be referred to any of its properties as "Permitted Liens"):
(including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (ia) Liens in existence on securing the date of this Agreement; Obligations;
(iib) Liens for taxes, assessments or governmental charges or levies securing the Subordinated Debt to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which permitted under the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; Intercreditor Agreement;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (vc) purchase money mortgages or other liens Liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure or at the purchase price time of the Borrower's or such Subsidiary's acquisition of such property or to secure indebtedness equipment; provided that the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(d) Liens imposed for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(e) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided that such reserve as may be required by GAAP shall have been made therefor;
(f) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(h) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers' compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(i) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in connection each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(j) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with court proceedings, the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(k) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such LiensLien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, in and (ii) the aggregate, shall not exceed $25,000,000 at any one time outstanding; Debt under such Capital Leases is permitted under Section 6.02 below;
(viiil) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the assets to be transferred pursuant to the ITC Transaction or the equity interests ordinary course of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction business and securing Debt incurred not in connection with the ITC Transactionborrowing of money;
(m) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(ixn) other Liens not otherwise referred on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in the foregoing clauses Section 6.14);
(o) Liens in favor of Persons financing unpaid insurance premiums so long as (i) through such Liens are limited to insurance policies with respect to which such premiums are financed, and (viiiii) above, provided that the obligations secured by such Liens, Liens do not exceed $500,000 in the aggregate;
(p) Subject to paragraphs (d) and (e) of this Section 6.01, shall non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not exceed $50,000,000 at any one time; in connection with the borrowing of money;
(xq) Liens created for the sole purpose of extending, renewing or replacing described in whole or in part Debt secured by any Lien referred in the foregoing clauses Schedule 4.05; and
(i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xir) Liens on rights resulting from any judgment or other property purported to be transferred to the issuer award that is not a Default or Event of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersDefault.
Appears in 2 contracts
Samples: Credit Agreement (Abraxas Energy Partners LP), Credit Agreement (Abraxas Petroleum Corp)
Liens, Etc. Create Create, incur or suffer to exist exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Lien upon on or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, or upon any income or profits therefrom, or acquire or agree to acquire, or permit any Subsidiary to acquire, any shares of any class of equity security of any of its Significant Subsidiaries)property or assets upon conditional sales agreements or other title retention devices, in each case to secure or provide for the payment of Debt, other than: except:
(i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, taxes and assessments or governmental charges or levies to and Xxxxx securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the extent time required by Section 5.01(a) or (b);
(ii) any Lien of or resulting from any judgment or award; provided that either (A) the amount secured thereby does not past dueexceed $200,000,000 or (B) if the amount secured thereby does exceed $200,000,000, the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or which are being contested the Borrower or a Subsidiary shall in good faith in appropriate proceedings diligently conducted be prosecuting an appeal or proceeding for a review thereof, and execution of such judgment or award shall be stayed pending such appeal or proceeding for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; review;
(iii) pledges or deposits Liens incidental to the conduct of business conducted by the Borrower and its Subsidiaries in the ordinary course of business to secure obligations under or the ownership of properties and assets owned by the Borrower and its Subsidiaries (including (x) Liens in connection with worker’s compensation laws compensation, unemployment insurance and other like laws, (y) warehousemen’s and attorneys’ liens and statutory landlords’ liens and (z) Liens consisting of any right of offset, or similar legislation; (iv) other pledges statutory or consensual banker’s lien, on bank deposits or securities accounts maintained in the ordinary course of business (other than for borrowed monies) that, in the aggregate, so long as such bank deposits or securities accounts are not material established or maintained for the purpose of providing such right of offset or banker’s lien) and Liens to secure the Borrower; (v) purchase money mortgages performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other liens or purchase money security interests upon or in any property acquired or held by the Borrower Liens of like general nature incurred in the ordinary course of business to secure of the purchase price Borrower and its Subsidiaries and not in connection with the borrowing of such property or to secure indebtedness incurred solely for money, provided in each case, the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’sobligation secured is not overdue or, mechanics’if overdue, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently is being contested in good faith by appropriate proceedings diligently conducted; actions or proceedings;
(viiiv) attachmentsurvey exceptions or encumbrances, judgment encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other similar Liens arising restrictions as to the use of real properties, which are necessary or appropriate in connection with court proceedingsthe good faith judgment of the Borrower for the conduct of the business of the Borrower and its Subsidiaries and which, provided that such Liens, individually or in the aggregate, shall do not exceed $25,000,000 at in any one time outstanding; (viii) Liens on event materially impair their use in the assets to be transferred pursuant to operation of the ITC Transaction or the equity interests of any Subsidiary business of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.its Subsidiaries taken as a whole;
Appears in 2 contracts
Samples: Credit Agreement (Applied Materials Inc /De), Credit Agreement (Applied Materials Inc /De)
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary of the Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of its Significant Subsidiariesthe Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which the Borrower or Significant Subsidiary is a party, (C) deposits, in an aggregate amount not to exceed $200,000,000 at any one time outstanding, made by the Borrower during the period from the date hereof through and including December 31, 2018 to secure, or in lieu of, surety, appeal, or customs bonds to which any Unregulated Subsidiary is a party, (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viE) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by the Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of the Borrower or Significant Subsidiary or is merged into or consolidated with the Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Nonrecourse Indebtedness; (viii) Liens on the assets cash or cash equivalents deposited on behalf of or pledged to be transferred pursuant counterparties with respect to the ITC Transaction or the equity interests of any Subsidiary Permitted Obligations of the Borrower formed or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of the Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for purposes indemnification, adjustment of consummating purchase price or similar obligations to the ITC Transaction and purchaser of such assets; (xi) Liens securing Debt incurred obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the ITC TransactionBorrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of the Borrower or Significant Subsidiary other than the assets of the Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (ixxiii) other Liens not otherwise created for the sole purpose of refinancing, extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (viii) abovexii); provided, provided that such Lienshowever, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (FirstEnergy Solutions Corp.), Term Loan Credit Agreement
Liens, Etc. Create Neither the Company nor any of its Subsidiaries will create, assume, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Company and its Subsidiaries may create, incur, assume or suffer to exist any Lien upon or with respect to any of its properties the following which are permitted liens (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: "Permitted Liens"):
(ia) Liens in existence on securing the date of this Agreement; Obligations;
(iib) Liens for taxes, assessments or governmental charges or levies on Property of the Company and its Subsidiaries to the extent not past duerequired to be paid pursuant to Sections 5.01 and 5.04;
(c) Liens set forth in the attached Schedule 6.01 securing Debt described therein and refinancings of such Debt; provided that, the aggregate principal amount of such Debt shall not be renewed, refinanced or extended if the amount of such Debt so renewed, refinanced or extended is greater than the outstanding amount of such Debt on the Original Closing Date;
(d) Liens imposed by law or contract, such as preferred maritime Liens incurred in the ordinary course of business (including liens for wages, tort, general average salvage, repair, supplies, towage, use of a drydock facility or marine railway, or other necessaries supplied to a vessel), carrier's, warehousemen's, mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business (whether or not statutory) which are not overdue for a period of more than 30 days or which are being contested in good faith in and by appropriate proceedings diligently conducted and proceedings, for which a reserve or other appropriate provision, if any, as shall be required by GAAP, shall have been made;
(e) deposits to secure the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of business in an aggregate amount outstanding at any time not to secure obligations under worker’s compensation laws or exceed $7,500,000.00;
(f) easements, rights-of-way, restrictions and other similar legislation; (iv) other pledges or deposits encumbrances incurred in the ordinary course of business (other than for borrowed monies) thatand encumbrances consisting of zoning restrictions, easements, leases, subleases, licenses, sublicenses, restrictions on the use of Property or minor imperfections in title thereto which, individually and in the aggregate, could not reasonably be expected to cause a Material Adverse Change, and which do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries;
(g) Liens on Property of Persons which become Subsidiaries of the Company after the Original Closing Date securing Debt permitted hereby; provided that, (i) such Liens are in existence at the time the respective Persons become Subsidiaries of the Company and were not material created in anticipation thereof and (ii) the Debt secured by such Liens (A) is secured only by such Property and not by any other assets of the Subsidiary acquired, and (B) is not increased in amount;
(h) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower; ;
(vi) purchase money mortgages or other liens Liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower Company or any of its Subsidiaries in the ordinary course of business prior to secure or at the purchase price time of the Company's or such Subsidiary's acquisition of such property or to secure indebtedness equipment; provided that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of the Company and its Subsidiaries, (iii) is not increased in amount, and (iv) the aggregate principal amount of the indebtedness secured by the Liens imposed permitted by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; this paragraph (viii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; 10,000,000.00;
(viiij) Liens on securing the assets to be transferred pursuant to Xxxxxx Loan Agreement and any MARAD Financing, including the ITC Transaction or Hercules Title XI Issue; provided that each such Lien encumbers only the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred property financed in connection with the ITC Transaction, creation of any such Debt and any other Xxxxxx Collateral or MARAD Collateral; and
(ixk) other Liens not otherwise referred securing Capitalized Leases to in the foregoing clauses extent such Debt is permitted under Section 6.02(j); provided that (i) through each such Lien only encumbers the property acquired in connection with the creation of such Capital Lease and all proceeds therefrom and (viiiii) above, provided that the fair market value of the collateral securing any such Liens, in Debt may exceed the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the outstanding principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred only to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders extent such excess is within customary commercial bank lending and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenderscollateralization requirements.
Appears in 2 contracts
Samples: Credit Agreement (Global Industries LTD), Credit Agreement (Global Industries LTD)
Liens, Etc. Create Create, incur, assume or suffer to exist any Lien Liens upon or with respect to any of its properties now owned or hereafter acquired, or assign or otherwise convey any right to receive income (including, without limitation, any shares other than an assignment for purposes of any class of equity security of any of its Significant Subsidiariescollection), in each case except that the foregoing restrictions shall not apply to secure or provide for the payment of Debt, other than: following Liens:
(ia) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments assessments, or governmental charges or levies to on property of any Borrower if the extent same shall not past dueat the time be delinquent or thereafter can be paid without penalty, or which are being contested in good faith in and by appropriate proceedings diligently conducted proceedings;
(b) imposed by law, such as carriers', warehousemen's and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits mechanics liens and other similar liens arising in the ordinary course of business to secure obligations business;
(c) arising out of pledges or deposits under worker’s workers' compensation laws laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; ;
(ivd) other pledges or deposits in the ordinary course consisting of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property Liens on equipment acquired or held by the any Borrower incurred in the ordinary course of business to secure the purchase price of such property equipment or to secure indebtedness in connection with the Indebtedness incurred solely for the purpose of financing the acquisition of such propertyequipment; provided that (vii) no such Lien shall extend to or cover any other property and (ii) the principal amount of the Indebtedness secured by any such Lien shall not exceed the lesser of fair market value or the cost of the property so held or acquired;
(e) Liens imposed securing Indebtedness permitted by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Section 6.2(f) below;
(f) Liens arising in the ordinary course out of business for sums judgments or decrees which do not yet due or currently constitute an Event of Default under Section 7(h) and are being contested in good faith by appropriate proceedings diligently conducted; conducted and for which adequate reserves have been set aside in accordance with GAAP, provided that, in any case, enforcement thereof is stayed pending such contest;
(viig) attachmentdeposits to secure the performance of bids, judgment trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;
(h) easements, zoning restrictions, rights‑of‑way and similar encumbrances on real property imposed by law or other similar Liens arising in the ordinary course of business including, in each case, those in effect prior to the Effective Date, that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower;
(i) any Lien existing on any property or asset prior to the acquisition thereof by any Borrower, provided that (i) such Lien is not created in contemplation of or in connection with court proceedingssuch acquisition, provided that (ii) such Liens, in the aggregate, Lien shall not exceed $25,000,000 at apply to any one time outstanding; other property or assets of any Borrower and (viiiiii) Liens such Lien shall secure only those obligations that it secures on the assets to be transferred pursuant to date of such acquisition and any extensions, renewals and replacements thereof that do not increase the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the outstanding principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.thereof;
Appears in 2 contracts
Samples: Term Loan Agreement (ONE Group Hospitality, Inc.), Term Loan Agreement (ONE Group Hospitality, Inc.)
Liens, Etc. Create No Borrower shall create, assume, incur, or suffer to exist any Lien upon or with respect to exist, nor permit any of its properties (includingSubsidiaries to create, without limitationassume, incur, or suffer to exist, any shares of any class of equity security Lien on or in respect of any of its Significant Subsidiaries)Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrowers and their respective Subsidiaries may create, incur, assume, or suffer to exist:
(a) Liens created by the Security Instruments;
(b) purchase money Liens and Liens in connection with Capital Leases, in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property equipment acquired or held by the a Borrower or any Subsidiary of a Borrower in the ordinary course of business to secure business; provided that, the purchase price of Debt secured by such property or to secure indebtedness Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, does not exceed the aggregate purchase price of such equipment, and is otherwise permitted by this Agreement, (viii) is secured only by such equipment and not by any other assets of any Borrower or any Subsidiary of a Borrower, and (iii) is not increased in amount;
(c) Liens imposed for taxes, assessments, or other governmental charges or levies not yet due or that (provided that foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided that such reserves as may be required by GAAP shall have been made therefor;
(e) Liens to operators and repairmen’s Liens non-operators under joint operating agreements and similar agreements arising in the ordinary course of the business of a Borrower or the relevant Subsidiary of a Borrower to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of any Borrower or any Subsidiary of a Borrower warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers’ compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of a Borrower;
(h) Liens arising in connection with court proceedingsunder operating agreements, provided that such Liensunitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the aggregateoil, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on gas and mineral production business and that are entered into in the assets to be transferred pursuant to ordinary course of business and that are taken into account in computing the ITC Transaction or the equity net revenue interests and working interests of any Borrower or any Subsidiary of the a Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to warranted in the foregoing clauses Security Instruments, to the extent that such Liens do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by a Borrower or any Subsidiary of a Borrower; and
(i) through (viii) aboveeasements, provided that such Liensrights-of-way, restrictions, and other similar encumbrances, and minor defects in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose chain of extending, renewing or replacing in whole or in part Debt secured by any Lien referred title that are customarily accepted in the foregoing clauses (i) through (vi) aboveoil and gas financing industry, provided that none of which interfere with the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part ordinary conduct of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares business of any class Borrower or any Subsidiary of equity security of any Significant Subsidiary unless a Borrower or materially detract from the obligations value or use of the Borrower Property to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenderswhich they apply.
Appears in 2 contracts
Samples: Credit Agreement (Contango Oil & Gas Co), Credit Agreement (Contango Oil & Gas Co)
Liens, Etc. Create Create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon 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 Borrower or any such Subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, or file or authorize 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 pursuant to any Loan Document;
(iii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases, consignment of goods or other similar transactions;
(iv) Liens arising pursuant (a) to purchase money mortgages securing Indebtedness representing the purchase price (or financing of the purchase price within 180 days after the respective purchase) of property or other assets acquired by Borrower or any of its properties Subsidiaries (including, without limitation, any shares of any class of equity Liens arising under capital leases) or (b) mortgages or security of any of its Significant Subsidiaries)agreements securing financing incurred to refurbish, renovate or otherwise improve existing assets, provided, in each case any event, that any such Liens attach only to secure the assets so purchased, refurbished, renovated or provide for the payment improved;
(v) judgment Liens in connection with court proceedings that do not constitute an Event of DebtDefault; provided, other than: that, (i) such Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; pursued and available to a Loan Party or Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings, which proceedings (or orders entered in connection with such proceeding) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, and (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor (exclusive of obligations in respect of the payment of borrowed money);
(vi) Liens (other than Liens imposed under ERISA) on cash deposited in the ordinary course of business to secure a Loan Party’s or a Subsidiary’s obligations in connection with worker’s compensation or other unemployment insurance, or to secure obligations in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money or Liens on cash deposited to secure its reimbursement obligations with respect to surety or appeal bonds obtained in the ordinary course of business;
(vii) attachment, judgment or non-exclusive licenses of copyrights and other similar Liens arising in connection with court proceedings, provided that such Liens, intellectual property rights in the aggregate, shall not exceed $25,000,000 at any one time outstanding; ordinary course of business and only covering the assets so licensed;
(viii) Liens on insurance policies and the assets proceeds thereof (whether accrued or not) and rights or claims against an insurer in each case securing insurance premium financings permitted under Section 5.02(b)(ix);
(ix) security given to be transferred pursuant a public utility or any municipality or Governmental Authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business; provided that, such Liens do not materially impair (i) the value of such property or its use by any Loan Party or any of its Subsidiaries in the normal conduct of such Person’s business or (ii) the Administrative Agent’s or the Lender’s right and remedies under the Loan Documents;
(x) [reserved];
(xi) [reserved];
(xii) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt extent incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to maintenance of such deposit accounts in the foregoing clauses ordinary course of business;
(ixiii) through Liens existing on specific tangible assets at the time acquired (viiiincluding by acquisition, merger or consolidation) above, by Borrower or any of its Subsidiaries or on assets of a Person at the time such Person first becomes a Subsidiary of Borrower; provided that (a) any such Liens, in the aggregate, shall Liens were not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part in contemplation of the property acquisition of such assets or Debt that secured the Lien so extended, renewed Person by Borrower or replaced (and any improvements on such property); of its Subsidiaries and (xib) such Investment was otherwise permitted pursuant to this Agreement; and
(xiv) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenderssecuring Permitted Property Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Trinity Place Holdings Inc.), Stock Purchase Agreement (Trinity Place Holdings Inc.)
Liens, Etc. Create The Borrower will not create or suffer to exist exist, or permit any Lien of its Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Borrower's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt, other than: ; provided however that the foregoing restriction shall not apply to the following Liens which are permitted:
(i) set-off rights, arising by operation of law or under any contract entered into in the ordinary course of business, and bankers' Liens, Liens in existence on the date of this Agreement; carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
(ii) Liens for taxes, assessments or governmental charges or levies in favor of the United States of America to secure amounts paid to the extent not past dueBorrower or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or which other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith in by appropriate proceedings diligently conducted proceedings, and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course that any such judgment does not constitute an Event of business to secure obligations under worker’s compensation laws or similar legislation; Default;
(iv) other pledges or deposits in Liens on accounts receivable resulting from the ordinary course sale of business such accounts receivable;
(v) Liens on assets of any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than for borrowed monies) that, any such Lien created in the aggregate, are not material to the Borrower; contemplation of becoming a Subsidiary);
(vvi) purchase money mortgages or other liens or purchase money security interests Liens upon or in any property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such propertyproperty (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising the interest of the lessor thereof in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; any property that is subject to a Capital Lease;
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, other than Liens described in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) aboveand in clause (ix), provided that to secure Debt not in excess of an aggregate of $75,000,000 principal amount at any time outstanding;
(viii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of indebtedness secured thereby any such Debt shall not exceed the principal amount increase as a result of indebtedness so secured at the time of any such extension, renewal or replacement and that (y) Liens resulting from any such extension, renewal or replacement, as replacement shall cover only such property which secured the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so is being extended, renewed or replaced replaced; and
(and any improvements on such property); and (xiix) Liens on rights or other property purported to be transferred to any of the issuer of Eligible Securitization Bonds or another entity properties described in Schedule II hereto to secure Eligible Securitization Bonds; providedDebt, further, provided that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares amount of any class of equity security of any Significant Subsidiary unless the obligations such Debt does not exceed 100% of the Borrower to fair market value of the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured property encumbered by such Lien pursuant to documentation satisfactory to at the Lenderstime such Debt is incurred.
Appears in 2 contracts
Samples: Credit Agreement (Computer Sciences Corp), Credit Agreement (Computer Sciences Corp)
Liens, Etc. Create The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist exist, any Lien upon mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (including any Capital Lease) with respect to any of its properties (including, without limitationto, any shares of any class of equity security of any of its Significant Subsidiariesreal or personal property (tangible or intangible, now existing or hereafter acquired)(each being a “Lien”), in including but not limited to the Accounts and Inventory, except the following each case to secure or provide for the payment of Debt, other than: being a “Permitted Lien”:
(i) Liens in existence on the date of this Agreement; (iia) Liens for taxestaxes not yet delinquent or being contested in good faith as provided in subsection 5.4; mechanics’, assessments workmen’s, materialmen’s or governmental charges or levies to other like liens arising in the extent ordinary course of business in respect of obligations which are not past due, yet due or which are being contested in good faith (as to which adequate reserves have been established on the Borrower’s books to the extent required by GAAP) and which were not incurred in appropriate proceedings diligently conducted connection with the purchase of property, borrowing of money or the obtaining of credit and for which do not detract from the value of the properties or assets of the Borrower has provided adequate reserves for and its Subsidiaries or affect the payment use thereof in accordance the operation of their business;
(b) The existing Liens referred to in Schedule 3.8, securing Indebtedness permitted under Section 6.1(c) hereof and any refinancings thereof, provided that existing Liens set forth on Schedules 4.1(e) shall be terminated pursuant to subsection 4.3(e) hereof;
(c) Purchase money mortgages, liens and other security interests, including Capital Leases, created in respect of property acquired by the Borrower and/or any of its Subsidiaries after the date hereof or existing in respect of property so acquired prior to the date hereof, provided that (i) each such lien shall at all times be confined solely to the item of property so acquired, and (ii) the aggregate principal amount of indebtedness secured by all such liens incurred after the Closing Date shall at no time exceed $1,000,000;
(d) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with GAAP; the ordinary conduct of the businesses of the Borrower;
(iiie) Liens arising solely by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with any financial institution;
(f) Liens in connection with operating leases and granted to secure obligations with respect to “off balance sheet” or “synthetic” leases (i.e., leases where for tax purposes the lessee is treated as the owner of the leased property but for GAAP purposes the lease is treated as an operating lease and the lessor is treated as the owner of the leased property);
(g) Liens consisting of security deposits securing the Borrower’s and/or any Subsidiary’s obligations under real property leases;
(h) Any Lien securing Indebtedness to the Lenders;
(i) Deposits or pledges made in connection with, or deposits to secure payment of, worker’s compensation, unemployment insurance, old age pensions or social security;
(j) Liens arising by operation of law or under rental agreements made in the ordinary course of business to secure obligations landlords, lessors or renters under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material leases and confined to the Borrower; premises or property rented;
(v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vik) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred acquired in connection with the ITC Transaction, consummation of Permitted Acquisitions and subject to subparagraph (ixg) other Liens not otherwise referred to in the foregoing clauses of subsection 6.1; and
(i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (xl) Liens created for the sole purpose in favor of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights bank or other property purported financial institution solely against the Borrower’s and/or any Subsidiary’s deposit account(s) with such bank or other financial institution securing such bank’s or other financial institution’s obligation to be transferred to guarantee the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersBorrower’s and/or its Subsidiaries’ promissory notes issued in connection with a Permitted Acquisition.
Appears in 2 contracts
Samples: Revolving Credit Loan Agreement, Revolving Credit Loan Agreement (Harvard Bioscience Inc)
Liens, Etc. Create or suffer to exist exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien upon on or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, in each case any right to secure or provide for the payment of Debtreceive income, other than: :
(i) Liens in existence on the date of this Agreement; pursuant to any Loan Document;
(ii) Liens existing on the date hereof (A) that do not exceed $1,000,000 or (B) are listed on Schedule 5.02(a) and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 5.02(c)(ii);
(iii) Liens for taxes, assessments or governmental charges or levies to the extent taxes not past due, yet due or which are being contested in good faith in and by appropriate proceedings diligently conducted and for which in the Borrower has provided circumstances, if adequate reserves for with respect thereto are maintained on the payment thereof books of the applicable Person in accordance with GAAP; ;
(iiiiv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;
(v) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation (other than any Lien imposed by ERISA) and deposits securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;
(vi) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations under worker’s compensation laws of a like nature incurred in the ordinary course of business;
(vii) easements, rights-of-way, restrictions and other similar encumbrances affecting real property existing or similar legislation; (iv) other pledges or deposits incurred in the ordinary course of business (other than for borrowed monies) thatwhich, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or substantial in amount, and which do not in any case materially detract from the value of the property acquired or held by of the Borrower in and its Subsidiaries taken as a whole or materially interfere with the ordinary course conduct of the business to secure of the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; applicable Person;
(viviii) Liens imposed securing Indebtedness permitted under Section 5.02(c)(iv); provided that (A) such Liens do not at any time encumber any property other than the property financed by law such as materialmen’sIndebtedness and (B) the Indebtedness secured thereby does not exceed the cost or fair market value, mechanics’whichever is lower, carriers’, workers’ and repairmen’s of the property being acquired on the date of acquisition;
(ix) Liens and other similar Liens securing Indebtedness permitted under Section 5.02(c)(x);
(x) statutory rights of set-off arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; business;
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viiixi) Liens existing on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured property at the time of acquisition thereof by the Borrower or any Subsidiary and not created in contemplation thereof;
(xii) Liens existing on property of a Subsidiary at the time such extensionSubsidiary is merged or consolidated with or into, renewal or replacement acquired by, the Borrower or any Subsidiary or becomes a Subsidiary and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part not created in contemplation thereof;
(xiii) Liens in favor of banks which arise under Article 4 of the property or Debt that secured the Lien so extended, renewed or replaced (Uniform Commercial Code on items in collection and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders documents relating thereto and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.proceeds thereof; and
Appears in 2 contracts
Samples: Credit Agreement (Hillenbrand, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)
Liens, Etc. Create Create, incur or suffer to exist exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Lien upon on or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, or upon any income or profits therefrom, or acquire or agree to acquire, or permit any Subsidiary to acquire, any shares of any class of equity security of any of its Significant Subsidiaries)property or assets upon conditional sales agreements or other title retention devices, in each case to secure or provide for the payment of Debt, other than: except:
(i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, property taxes and assessments or governmental charges or levies to and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the extent time required by Section 5.01(a) or (b);
(ii) any Lien of or resulting from any judgment or award; provided that either (A) the amount secured thereby does not past dueexceed $50,000,000 or (B) if the amount secured thereby does exceed $50,000,000, the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or which are being contested the Borrower or a Subsidiary shall in good faith in appropriate proceedings diligently conducted be prosecuting an appeal or proceeding for a review thereof, and execution of such judgment or award shall be stayed pending such appeal or proceeding for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; review;
(iii) pledges or deposits Liens incidental to the conduct of business conducted by the Borrower and its Subsidiaries in the ordinary course of business or the ownership of properties and assets owned by the Borrower and its Subsidiaries (including Liens in connection with worker's compensation, unemployment insurance and other like laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens to secure obligations under worker’s compensation laws the performance of bids, tenders or similar legislation; (iv) trade contracts, or to secure statutory obligations, surety or appeal bonds or other pledges or deposits Liens of like general nature incurred in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by of the Borrower and its Subsidiaries and not in connection with the ordinary course borrowing of business to secure money, provided in each case, the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’sobligation secured is not overdue or, mechanics’if overdue, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently is being contested in good faith by appropriate proceedings diligently conducted; actions or proceedings;
(viiiv) attachmentsurvey exceptions or encumbrances, judgment encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other similar Liens arising restrictions as to the use of real properties, which are necessary or appropriate in connection with court proceedingsthe good faith judgment of the Borrower for the conduct of the business of the Borrower and its Subsidiaries and which, provided that such Liens, individually or in the aggregate, shall do not exceed $25,000,000 at in any one time outstanding; (viii) Liens on event materially impair their use in the assets to be transferred pursuant to operation of the ITC Transaction or the equity interests of any Subsidiary business of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.its Subsidiaries taken as a whole;
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Applied Materials Inc /De), 364 Day Credit Agreement (Applied Materials Inc /De)
Liens, Etc. Create Create, incur, assume or suffer to exist any Lien of any nature, upon or with respect to any of its properties (includingproperties, without limitationnow owned or hereafter acquired, or assign as collateral or otherwise convey as collateral, any shares of right to receive income, except that the foregoing restrictions shall not apply to any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for Liens:
SECTION 5.2.1.1. For taxes, assessments or governmental charges or levies to on property if the extent same shall not past dueat the time be delinquent or thereafter can be paid without penalty or interest, or which (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced or if commenced not stayed, bonded or discharged within 30 days after commencement) are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower proper reserve or other provision has provided adequate reserves for the payment thereof been made in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material and to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held extent required by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed GAAP;
SECTION 5.2.1.2. Imposed by law law, such as materialmen’s, mechanics’landlords', carriers’', workers’ warehousemen's and repairmen’s Liens mechanics' liens, bankers' set off rights and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with and to the extent required by GAAP;
SECTION 5.2.1.3. Arising in the ordinary course of business out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
SECTION 5.2.1.4. Arising from or upon any judgment or award, provided that such judgment or award is being contested in good faith by appropriate proper appeal proceedings diligently conducted; (vii) attachmentand only so long as execution thereon shall be stayed;
SECTION 5.2.1.5. Those set forth on EXHIBIT 1.8 provided that any lien claimed by Sanwa Business Credit Corporation on account of an existing UCC-1 financing statement shall not secure Indebtedness in excess of $335,000 and Borrower shall not incur any Indebtedness to, judgment or enter into any agreement with Sanwa Business Credit Corporation after the Closing Date;
SECTION 5.2.1.6. Those now or hereafter granted pursuant to the Security Documents or otherwise now or hereafter granted to the Agent for the benefit of the Lenders as collateral for the Loans and/or Borrower's other similar Liens Obligations arising in connection with court proceedingsor under any of the Financing Documents;
SECTION 5.2.1.7. Deposits to secure the performance of bids, provided that such Lienstrade contracts (other than for Borrowed Money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of the Borrower's or any Subsidiary's business;
SECTION 5.2.1.8. Easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, shall are not exceed $25,000,000 at substantial in amount, and which do not in any one time outstandingcase materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by any Borrower or any Subsidiary;
SECTION 5.2.1.9. Liens securing Indebtedness permitted to exist under SECTION 5.2.8.3; (viii) Liens on provided that the assets Lien securing any such Indebtedness is limited to be transferred the item of property purchased or leased in each case;
SECTION 5.2.1.10. UCC-1 financing statements filed solely for notice or precautionary purposes by lessors under operating leases which do not secure Indebtedness and which are limited to the items of equipment leased pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred lease in question; and
SECTION 5.2.1.11. UCC-1 financing statements in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose sales of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred revenue streams from product leases without recourse to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersBorrower.
Appears in 2 contracts
Samples: Loan Agreement (Summit Design Inc), Loan Agreement (Summit Design Inc)
Liens, Etc. Create or suffer to exist exist, or permit any Lien of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment any Debt (as defined below) of Debtany Person, other than: :
(i) Liens in existence those described on Schedule 5.02(a) hereto and renewals and extensions on the date of this Agreementsame or substantially the same terms and conditions and at no increase in the debt or obligation; or
(ii) Liens liens or security interests which are subject to an intercreditor agreement in form and substance acceptable to Lender in Lender’s sole discretion; or
(iii) the liens or security interests of the Security Agreement; or
(iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments assessments, or other governmental charges or levies to that are not more than 30 days overdue or, if the extent not past dueexecution thereof is stayed, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conductedpursued and for which adequate reserves have been established; or
(v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or
(vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or
(vii) attachment, any attachment or judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall lien not exceed $25,000,000 at any one time outstandingconstituting an Event of Default; or
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) other Liens not otherwise referred to in customary offset rights of brokers and deposit banks arising under the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one timeterms of securities account agreements and deposit agreements; or
(x) Liens created for any real estate easements and easements, covenants and encumbrances that customarily do not affect the sole purpose of extending, renewing marketable title to real estate or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property)materially impair its use; and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.or
Appears in 2 contracts
Samples: Loan Agreement (Badger State Ethanol LLC), Construction and Revolving Loan Agreement (United Wisconsin Grain Producers LLC)
Liens, Etc. Create The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist exist, any Lien upon mortgage, lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (including any Capital Lease) with respect to any of its properties (including, without limitationto, any shares real or personal property (tangible or intangible, now existing or hereafter acquired)(each being a “Lien”), including but not limited to the Accounts and Inventory, nor will the Borrower nor any Subsidiary make the foregoing negative covenant in favor of any class of equity security of any of its Significant Subsidiaries), in other Person except the following each case to secure or provide for the payment of Debt, other than: being a “Permitted Lien”:
(i) Liens in existence on the date of this Agreement; (iia) Liens for taxestaxes not yet delinquent or being contested in good faith as provided in Section 5.4; mechanics’, assessments workmen’s, materialmen’s or governmental charges or levies to other like liens arising in the extent ordinary course of business in respect of obligations which are not past due, yet due or which are being contested in good faith (as to which adequate reserves have been established on the Borrower’s books to the extent required by GAAP) and which were not incurred in appropriate proceedings diligently conducted connection with the purchase of property, borrowing of money or the obtaining of credit and for which do not detract from the value of the properties or assets of the Borrower has provided adequate reserves for and its Subsidiaries or affect the payment use thereof in accordance the operation of their business;
(b) The existing Liens referred to in Schedule 3.8, securing Indebtedness permitted under Section 6.1(c) hereof and any refinancings thereof,;
(c) Purchase money mortgages, liens and other security interests, including Capital Leases, created in respect of property acquired by the Borrower and/or any of its Subsidiaries after the date hereof or existing in respect of property so acquired prior to the date hereof, provided that (i) each such lien shall at all times be confined solely to the item of property so acquired, and (ii) the aggregate principal amount of indebtedness secured by all such liens shall at no time exceed $1,000,000;
(d) Easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with GAAP; the ordinary conduct of the businesses of the Borrower;
(iiie) Liens arising solely by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with any financial institution;
(f) Liens in connection with operating leases and granted to secure obligations with respect to “off balance sheet” or “synthetic” leases (i.e., leases where for tax purposes the lessee is treated as the owner of the leased property but for GAAP purposes the lease is treated as an operating lease and the lessor is treated as the owner of the leased property);
(g) Liens consisting of security deposits securing the Borrower’s and/or any Subsidiary’s obligations under real property leases;
(h) Any Lien securing Indebtedness to the Lenders;
(i) Deposits or pledges made in connection with, or deposits to secure payment of, worker’s compensation, unemployment insurance, old age pensions or social security;
(j) Liens arising by operation of law or under rental agreements made in the ordinary course of business to secure obligations landlords, lessors or renters under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material leases and confined to the Borrower; premises or property rented;
(v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vik) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred acquired in connection with the ITC Transaction, consummation of Permitted Acquisitions and subject to subparagraph (ixg) other Liens not otherwise referred to in the foregoing clauses of Section 6.1; and
(i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (xl) Liens created for the sole purpose in favor of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights bank or other property purported financial institution solely against the Borrower’s and/or any Subsidiary’s deposit account(s) with such bank or other financial institution securing such bank’s or other financial institution’s obligation to be transferred to guarantee the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersBorrower’s and/or its Subsidiaries’ promissory notes issued in connection with a Permitted Acquisition.
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Harvard Bioscience Inc)
Liens, Etc. Create or suffer to exist exist, or permit any of their respective Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties (includingtheir properties, without limitationrights or other assets, any shares of any class of equity security of whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Significant Subsidiaries)Subsidiaries to assign or otherwise transfer, in each case any right to secure or provide for the payment of Debtreceive income, other than: than the following (i"Permitted Liens"):
(a) Liens in existence created pursuant to the Loan Documents;
(b) Liens existing on the date of this Agreement; hereof, as set forth in Schedule 8.01 hereto;
(iic) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not past duebe required by Section 7.02 hereof;
(d) Liens created by operation of law other than Environmental Liens, such as materialmen's liens, mechanics' liens and other similar liens, arising in the ordinary course of business which secure amounts not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings;
(e) deposits, pledges or Liens (other than Liens arising under ERISA) securing (1) obligations incurred in appropriate proceedings diligently conducted and for which respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (2) the Borrower has provided adequate reserves performance of bids, tenders, leases, contracts (other than for the payment thereof in accordance with GAAP; of money) and statutory obligations, or (iii3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or deposits Liens are incurred or otherwise arise in the ordinary course of business to and secure obligations under worker’s compensation laws which are not past due;
(f) restrictions on the use of real property and minor irregularities in the title thereto which do not (1) secure obligations for the payment of money or similar legislation; (iv2) other pledges materially impair the value of such property or deposits its use by a Borrower or any of its Subsidiaries in the normal conduct of such Person's business;
(g) purchase money Liens on or purchase money security interests in equipment or real property acquired or held in the ordinary course of its business securing Indebtedness, provided that the Indebtedness secured by such Liens or security interests shall not exceed the aggregate principal amount of (other than for borrowed monies1) that$75,000,000 from the Closing Date through the first anniversary thereof, in (2) an additional $45,000,000 from the aggregate, are not material first anniversary of the Closing Date through the second anniversary thereof and (3) an additional $45,000,000 from the second anniversary of the Closing Date through the Termination Date;
(h) Liens securing Capitalized Leases;
(i) to the Borrowerextent the same constitutes Liens, the interest of the consignor in Inventory held by a Borrower on consignment;
(j) Liens on real property of the Borrowers which secure Indebtedness incurred by the Borrowers; provided that (1) after giving effect to the creation of any such Liens and any Sale Lease Back Transaction entered into by a Borrower pursuant to the terms of clause (v) purchase money mortgages of Section 8.04(b) hereof, the Borrowers own real property with an aggregate book value of not less than $50,000,000 that is free and clear of all Liens other than the Liens described in clauses (c) and (f) of this Section 8.01 and (2) the proceeds of the Indebtedness secured by such Liens are used for working capital purposes or other liens general corporate purposes, in each case which purposes are not otherwise prohibited by the terms of this Agreement;
(k) Liens on the cash surrender value of life insurance policies owned by a Borrower, provided that the proceeds of the Indebtedness secured by such Liens are used for working capital purposes or purchase money security interests general corporate purposes, in each case which purposes are not otherwise prohibited by the terms of this Agreement;
(l) Liens upon or in any property or assets of any Subsidiary of a Borrower existing at the time such Subsidiary is acquired by, merged into or held by the consolidated with a Borrower in accordance with the ordinary course terms of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedingsthis Agreement, provided that such LiensLiens were not created in contemplation of any such acquisition, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; merger or consolidation;
(viiim) Liens on upon any property or assets existing at the time such property or assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) aboveare acquired by a Borrower, provided that such Liens, Liens were not created in contemplation of such acquisition; and
(n) Renewals and replacements of the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing described in whole or in part Debt secured by any Lien referred in the foregoing clauses (ib), (g), (k), (l) through and (vim) aboveof this Section 8.01, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of any such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, Lien shall be limited to all or a part of the property or Debt that secured assets covered by the Lien so extended, renewed or replaced (and the Indebtedness secured by any improvements on such property); and (xi) Liens on rights renewal or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no replacement Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares in an amount not greater than the amount of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably Indebtedness secured by such the Lien pursuant to documentation satisfactory to the Lendersrenewed or replaced.
Appears in 1 contract
Liens, Etc. Create Directly or indirectly create, incur, assume or suffer to exist any Lien upon of any kind on any asset now owned or with respect hereafter acquired, other than the following (“Permitted Liens”):
(a) Liens pursuant to any Loan Document; provided that any Liens securing Incremental Term Loans are at all times subject to the Second Lien Intercreditor Agreement;
(b) Liens in favor of its properties the Borrower or the Guarantors;
(including, without limitation, any shares c) Liens in respect of any class of equity security of any of its Significant SubsidiariesDebt incurred pursuant to Section 6.02(a)(iv), in each case ; provided that such Liens only extend to secure the assets (and proceeds thereof) constructed or provide for the payment of acquired with or financed by such Debt, other than: ; provided that (i) such security interests are incurred, and the Debt secured thereby is created, within 90 days after such acquisition (or construction), (ii) the Debt secured thereby does not exceed the cost of such property at the time of such acquisition (or construction) and (iii) such security interests do not apply to any other property or assets of the Loan Parties or any Restricted Subsidiary other than the proceeds of such property or assets (including insurance proceeds);
(d) Liens in respect of Debt incurred pursuant to Section 6.02(a)(vi); provided that such Liens were in existence on prior to the date contemplation of this Agreement; such acquisition, merger or consolidation and do not extend to any assets other than those of the Person acquired, merged into or consolidated with the Borrower or any Subsidiary, as applicable;
(iie) Liens for taxes, assessments or governmental charges charges, claims or levies on its Property that are not delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Inchoate Liens arising under ERISA and Liens incurred and pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security or retirement benefits, or similar legislation, other than any Lien imposed by XXXXX;
(g) Permitted Prior Liens;
(h) pledges and Liens to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(i) Liens arising out of judgments or awards not constituting an Event of Default under Section 7.01(f), including surety or appeal bonds related to judgments or litigation), and prejudgment Liens created by or existing from any litigation or legal proceeding, in each case in respect of which the Borrower or any Subsidiary thereof shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings for which adequate reserves have been made to the extent required by GAAP;
(j) rights of set-off of banks and other Persons in the ordinary course of banking and trading arrangements and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institution or brokerage;
(k) Liens to secure Debt permitted by Section 6.02(a)(v) hereof, covering only the assets (and proceeds thereof) constructed or acquired with or financed by such Debt; provided that (i) such security interests are incurred, and the Debt secured thereby is created, within 90 days after such acquisition (or construction), (ii) the Debt secured thereby does not past dueexceed the cost of such property at the time of such acquisition (or construction) and (iii) such security interests do not apply to any other property or assets of the Loan Parties or any Restricted Subsidiary other than the proceeds of such property or assets (including insurance proceeds);
(l) Liens on the Collateral securing obligations in respect of (i) Pari Passu Incremental Equivalent Debt permitted to be incurred pursuant to Section 6.02(a)(xiv); provided that such Liens are pari passu in priority to the First Lien Obligations under this Agreement and the other Loan Documents in the manner set forth in, and are at all times subject to, the First Lien Pari Passu Intercreditor Agreement and (ii) Junior Incremental Equivalent Debt permitted to be incurred pursuant to Section 6.02(a)(xiv); provided that such Liens are junior in priority to the First Lien Obligations under this Agreement and the other Loan Documents in the manner set forth in, and are at all times subject to, the Second Lien Intercreditor Agreement and/or the Third Lien Subordination and Intercreditor Agreement, as applicable;
(m) Carriers’, warehousemen’s, landlords’, mechanics’, materialmen’s, repairmen’s, vendor’s (or other third parties), necessaries suppliers’, statutory obligations, or other like Liens arising in the ordinary course of business which are not overdue for a period of 90 days or which are being contested in good faith in and by appropriate proceedings diligently conducted conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(n) Liens in respect of Debt incurred pursuant to Section 6.02(a)(ii); provided that such Liens are at all times subject to the Second Lien Intercreditor Agreement;
(o) Liens in respect of Debt incurred pursuant to Section 6.02(a)(iii); provided that such Liens are at all times subject to the Third Lien Subordination and for Intercreditor Agreement;
(p) Liens to secure any Permitted Refinancing Debt permitted to be incurred under this Agreement; provided, however, that:
(i) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the Borrower has provided adequate reserves for original Lien arose, could secure the payment thereof in accordance with GAAPoriginal Debt (plus improvements and accessions to such property, or proceeds or distributions thereof); and
(iiiii) pledges the Debt secured by the new Lien is not increased to any amount greater than the sum of (A) the outstanding principal amount, or, if greater, committed amount, of the original Debt and (B) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or deposits discharge;
(q) Liens arising from precautionary Uniform Commercial Code financing statements relating to Operating Leases and other contractual arrangements entered into in the ordinary course of business that describe only the property subject to such Operating Lease or contractual arrangement;
(r) Liens to secure obligations under worker’s compensation laws Hedging Obligations;
(s) Survey exceptions, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar legislationpurposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Debt and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; and
(ivt) other pledges or deposits Liens incurred in the ordinary course of business (other than for borrowed monies) thatsecuring obligations, actual or contingent, in the aggregate, are an aggregate amount not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed greater than $25,000,000 15,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Samples: Credit Facility Agreement
Liens, Etc. Create The Guarantor shall not create or suffer to exist exist, or ---------- permit any of its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of Debtany Indebtedness of any Person, other thanif the aggregate amount of the Indebtedness so secured (or for which payment has been provided) would at any time exceed an amount equal to 10% of Consolidated Net Tangible Assets of the Guarantor, provided, however, that the foregoing shall not apply to: (i) Liens for current Taxes not delinquent or for Taxes being contested in existence on good faith and by appropriate proceedings, adequate reserves having been provided for the date of this Agreement; payment thereof in accordance with GAAP, consistently applied, (ii) Liens arising in the ordinary course of business or by operation of law for taxessums being contested in good faith and by appropriate proceedings, assessments adequate reserves having been provided for the payment thereof in accordance with GAAP, consistently applied, or governmental charges for sums not due, and in either case not involving any deposits or levies advances for borrowed money or the deferred purchase price of property or services, (iii) Liens in connection with the acquisition of fixed assets after the date hereof and attaching only to the extent property being acquired, (iv) Liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (v) mechanics', workers', materialmen's and other like Liens arising in the ordinary course of business in respect of obligations which are not past due, delinquent or which are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower has provided proceedings, adequate reserves having been provided for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregateconsistently applied, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary); (vii) any Lien securing Indebtedness that was incurred prior to or during construction or improvement of property for purposes the purpose of consummating financing all or part of the ITC Transaction and cost of such construction or improvement, provided that the amount of Indebtedness secured by such Lien does not exceed 100% of the fair market value of such property after giving effect to such construction or improvement; (viii) any Lien securing Debt incurred in connection with Indebtedness of a Subsidiary owing to the ITC TransactionBorrower, (ix) other Liens not otherwise referred to in the foregoing clauses resulting from any extension, renewal or replacement (i) through (viii) aboveor successive extensions, provided that such Liensrenewals or replacements), in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (vi) above, provided that and (vii) above so long as (A) the aggregate principal amount of indebtedness secured thereby such Indebtedness shall not exceed the principal amount of indebtedness so secured at the time increase as a result of such extension, renewal or replacement and that (B) Liens resulting from any such extension, renewal or replacementreplacement shall cover only such property which secured the Indebtedness that is being extended, renewed or replaced, or (x) Liens on accounts receivable resulting from the sale of such accounts receivable by the Borrower or a Subsidiary of the Borrower, so long as, at any time, the aggregate outstanding amount of such cash advanced to the Borrower or such Subsidiary, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred attributable to the issuer sale of Eligible Securitization Bonds such accounts receivable does not exceed: (A) in fiscal year 2000, US$200,000,000 or another entity to secure Eligible Securitization Bonds; provided(B) in fiscal years after 2000, further, that no Lien permitted under such greater amount as the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders Lender and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant Guarantor may agree from time to documentation satisfactory to the Lenderstime.
Appears in 1 contract
Samples: Loan Agreement (Steelcase Inc)
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary that is a Subsidiary of such Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary that is a Subsidiary of its Significant Subsidiariessuch Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which such Borrower or Significant Subsidiary is a party, (C) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viD) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by such Borrower or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary; provided that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as (A) under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default and (B) no such Liens shall apply to assets acquired from such Borrower or any Significant Subsidiary if such assets were free of Liens (other than as a result of a release of such Liens in contemplation of such acquisition) immediately prior to any such acquisition; (vi) Liens on assets of ATSI to secure Indebtedness of ATSI, provided, however, that the aggregate principal amount of Indebtedness secured by such Liens shall not at any time exceed 60% of the depreciated book value of the property subject to such Liens; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Stranded Cost Securitization Bonds; (viii) Liens on cash (in an aggregate amount not to exceed $270,000,000) pledged to secure reimbursement obligations for letters of credit issued for the assets to be transferred pursuant to the ITC Transaction or the equity interests account of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, OE; (ix) other Liens not otherwise referred to on assets transferred in the foregoing clauses (i) through (viii) above, provided that such Liens, Generation Transfers in favor of the aggregate, shall not exceed $50,000,000 at any one timetransferor thereof; and (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (vi) aboveix); provided, provided however, that the principal amount of indebtedness Indebtedness secured thereby shall not exceed the principal amount of indebtedness Indebtedness so secured at the time of such extension, renewal or replacement replacement, and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Liens, Etc. Create or suffer to exist exist, or permit any Lien of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment any Debt (as defined below) of Debtany Person, other than: than “Permitted Liens”:
(i) Liens in existence those described on Schedule 5.02(a) hereto and renewals and extensions on the date of this Agreementsame or substantially the same terms and conditions and at no increase in the debt or obligation; or
(ii) Liens liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or
(iii) the liens or security interests of the Lender in the Security Agreement, Mortgage or otherwise; or
(iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments assessments, or other governmental charges or levies to that are not more than 30 days overdue or, if the extent not past dueexecution thereof is stayed, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conductedpursued and for which adequate reserves have been established; or
(v) after the Conversion Date, liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or
(vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or
(vii) attachment, any attachment or judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall lien not exceed $25,000,000 at any one time outstandingconstituting an Event of Default; or
(viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or
(ix) other Liens not otherwise referred to in customary offset rights of brokers and deposit banks arising under the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one timeterms of securities account agreements and deposit agreements; or
(x) Liens created for any real estate easements and easements, covenants and encumbrances that customarily do not affect the sole purpose of extending, renewing marketable title to real estate or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property)materially impair its use; and or
(xi) Liens on rights liens for purchase money security interest in equipment and vehicles or any other property purported acquired or held in the ordinary course of business not to be transferred to the issuer exceed an aggregate amount of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders$100,000.00.
Appears in 1 contract
Samples: Master Loan Agreement (Otter Tail Ag Enterprises, LLC)
Liens, Etc. Create or suffer to exist exist, or permit to create or suffer to exist, any Lien lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, or assign, or permit to assign, any shares of any class of equity security of any of its Significant Subsidiaries)right to receive income, in each case to secure or provide for the payment any Debt of Debtany Person, other than: than the following liens (i“Permitted Liens”):
(a) Liens in existence those described on Schedule 10.1(a) hereto and renewals and extensions on the date of this Agreement; same or substantially the same terms and conditions and at no increase in the debt or obligation;
(iib) Liens for taxes, assessments liens or governmental charges or levies to the extent not past due, or security interests which are subject to an intercreditor agreement in form and substance acceptable to Lender in Lender's sole discretion;
(c) the liens or security interests of the Security Documents;
(d) mechanics' and materialmen's liens for immaterial sums which are either (x) not yet due and payable or (y) being contested in good faith in by appropriate proceedings diligently conducted which serve to stay the foreclosure of such liens and for as to which the Borrower has provided adequate appropriate reserves for the payment thereof in accordance with GAAP; have been established;
(iiie) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business liens (other than liens relating to environmental liabilities or ERISA) for borrowed monies) thattaxes, in the aggregateassessments, or other governmental charges that are not material to more than 30 days overdue or, if the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’sexecution thereof is stayed, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently which are being contested in good faith by appropriate proceedings diligently conducted; pursued and for which adequate reserves have been established;
(viif) attachmentliens of warehousemen, judgment carriers, landlords, feeders, or other similar Liens arising in connection with court proceedings, provided statutory or common law liens securing obligations that such Liens, are not yet due and are incurred in the aggregateordinary course of business or, shall if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with GAAP;
(g) liens resulting from good faith deposits to secure payments of workmen's compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt);
(h) any attachment or judgment lien not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses constituting a Matured Default;
(i) through liens arising from filing UCC financing statements regarding leases (viiiincluding Capital Leases) abovenot prohibited by this Agreement;
(j) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; and
(k) any real estate easements and easements, provided covenants and encumbrances that such Liens, customarily do not affect the marketable title to real estate or materially impair its use or are disclosed in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created commitment for the sole purpose of extending, renewing or replacing in whole or in part Debt secured Title Policy and not objected to by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property)Lender; and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.or
Appears in 1 contract
Liens, Etc. Create Create, incur, assume, or suffer to exist exist, or permit any Lien of its Subsidiaries to create, incur, assume, or suffer to exist, any lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of its properties of any character (including, without limitation, any shares of any class of equity security of accounts) (any of its Significant Subsidiariesthe foregoing being referred to herein as a “Lien”), in each case to secure or provide for excluding, however, from the payment operation of Debt, other than: the foregoing restrictions the Liens created under the Loan Documents and the following:
(i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; ;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (viii) Liens imposed by law law, such as materialmen’s, mechanics’, carriers’, workers’ workmen’s and repairmen’s Liens liens and other similar Liens arising in the ordinary course of business for sums securing obligations which are not yet due overdue and which have been in existence less than ninety days, or currently which are being contested in good faith by appropriate proceedings diligently conducted; and for which adequate reserves have been established in accordance with GAAP (viiif so required);
(iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Guarantor or any Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;
(iv) (A) purchase money Liens upon or in property now owned or hereafter acquired by the Guarantor or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Utilities shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;
(v) Liens on the capital stock of any of the Guarantor’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary;
(vi) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such LiensLiens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies;
(vii) Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, in the aggregate, shall provided that such obligations do not exceed $25,000,000 5,000,000 in the aggregate at any one time outstanding; ;
(viii) Liens on the assets to be transferred created pursuant to the ITC Transaction Mortgage Bond Indentures;
(ix) Liens on the ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt;
(x) Liens in favor of Xxxxx Fargo Bank, National Association (or any successor thereto), as agent under the Master Credit Facility to secure the obligations of the Guarantor or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt respective Utilities thereunder;
(xi) Liens incurred in connection with the ITC Transactionsales of assets permitted in Section 5.2(d)(viii);
(xii) Liens incurred by the Guarantor or any of its Subsidiaries on assets of the Guarantor and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (ixx) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) abovecase of the Guarantor and all its Subsidiaries other than the Utilities and their respective Subsidiaries, provided that such Liens, in the aggregate, shall not exceed $50,000,000 100,000,000 outstanding at any one time; , and (xy) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time
(i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xixiii) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;
(xiv) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the Guarantor’s use of its properties;
(xv) Liens set forth in Schedule II hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the same property theretofore subject thereto;
(xvi) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code or similar Lien in any foreign jurisdiction on items in the course of collection and normal and customary rights of setoff upon deposits of cash in favor of banks or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bondsdepository institutions; provided, further, that no Lien permitted under the foregoing clauses and
(ixvii) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the other Liens securing obligations of the Borrower Guarantor and its Subsidiaries not to exceed more than ten percent (10%) of the Lenders consolidated tangible assets (valued at book value) of the Guarantor and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersits Subsidiaries at any time.
Appears in 1 contract
Liens, Etc. Create or suffer to exist exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties (includingtheir properties, without limitationrights or other assets, any shares of any class of equity security of whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Significant Subsidiaries)Subsidiaries to assign or otherwise transfer, in each case any right to secure or provide for the payment of Debtreceive income, other than: than the following ("Permitted Liens"): ---------------
(i) Liens in existence created pursuant to the Loan Documents;
(ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of this Agreement; such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced;
(iiiii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for that the payment thereof in accordance with GAAP; (iiishall not be required by Section 7.01(c) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; hereof;
(iv) other pledges Liens created by operation of law or deposits in the ordinary course of business leases (other than for borrowed monies) thatLiens created under Environmental Laws), in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as landlords' liens, materialmen’s's liens, mechanics’, carriers’, workers’ and repairmen’s Liens ' liens and other similar Liens Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof;
(v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for sums the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not yet due past due;
(vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or currently being contested (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in good faith by appropriate proceedings diligently conducted; the normal conduct of such Person's business;
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in created under the aggregate, shall not exceed $25,000,000 at any one time outstanding; Factoring Agreements;
(viii) Liens purchase money liens on or purchase money security interests in equipment acquired or held in the assets to be transferred pursuant to the ITC Transaction or the equity interests ordinary course of any Subsidiary business of the Borrower formed Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for purposes of consummating the ITC Transaction Borrowers, the Guarantors and securing Debt incurred in connection with the ITC Transaction, their Subsidiaries;
(ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; securing Capitalized Leases permitted by Section 7.02(g);
(x) Liens created for in favor of Old ME Corp. on the sole purpose Capital Stock of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in Miss Xxxxx securing the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property)Miss Xxxxx Earn Out Payment; and and
(xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations in favor of the Borrower to Sellers on the Lenders and Capital Stock of Xxxx-Xx securing the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersXxxx-Xx Earn Out Payment.
Appears in 1 contract
Liens, Etc. Create The Borrower will not, and will not permit any of its Subsidiaries or any Holdco Entity to, create, assume, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower or any of its Subsidiaries or any Holdco Entity may create, incur, assume, or suffer to exist any Lien upon or with respect to any of its properties Liens (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for “Permitted Liens”):
(a) securing the payment of Debt, other than: Obligations;
(ib) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or assessments, governmental charges charges, or levies to on Property of the extent Borrower or any Guarantor not past dueyet due or that (provided foreclosure, sale or which other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(c) in appropriate proceedings diligently conducted favor of bankers and/or financial institutions in respect of deposit accounts, other Liens imposed by law, such as landlords’, carriers’, warehousemen’s and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits mechanics’ liens and other similar Liens arising by operation of law in the ordinary course of business to secure in respect of obligations under worker’s compensation laws that are not yet due or similar legislation; that are being contested in good faith by appropriate proceedings, provided such reserve as may be required by GAAP shall have been made therefor;
(ivd) other pledges or deposits arising in the ordinary course of business out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower or any Guarantor;
(e) comprised of minor defects, irregularities, and deficiencies in title to, and easements, rights-of-way, zoning restrictions and other similar restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of the Borrower or any of its Subsidiaries or any Holdco Entity which, individually and in the aggregate, do not materially interfere with the ordinary conduct of Business, do not materially detract from the value or the use of the property which they affect, and could not reasonably have a Material Adverse Effect;
(f) comprised of deposits to secure the performance of bids, trade contracts (other than for borrowed monies) thatmoney), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the aggregate, are ordinary course of business;
(g) created out of judgments or awards against the Borrower or any Guarantor and that (i) do not material give rise to an Event of Default and (ii) with respect to which the Borrower; Borrower or any Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review;
(vi) constituting purchase money mortgages Liens or other liens or purchase money security interests upon or in any property Property acquired or held by the Borrower or any of its Subsidiaries or any Holdco Entity in the ordinary course of business to secure the purchase price of such property Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyProperty and (ii) securing Capital Leases; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in (A) the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the aggregate principal amount of the indebtedness secured thereby by the Liens permitted by this paragraph (h) shall not exceed the principal amount greater of indebtedness so secured at (x) $75,000,000 and (y) two and one-half percent (2.5%) of the time of Borrower’s Consolidated Net Tangible Assets, (B) no such extensionLien may extend to or cover any Property other than the Property being acquired or leased, and (C) no such renewal or replacement and that such extension, renewal refinancing may extend to or replacement, as the case may be, shall be limited cover any property not previously subject to all or a part of the property or Debt that secured the Lien so extended, being renewed or replaced refinanced;
(and i) assumed by Borrower or its Subsidiaries or any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization BondsHoldco Entity in connection with an Acquisition; provided, furtherthat such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those acquired, that no Lien and the applicable Debt is permitted under the foregoing clauses by Section 6.02(i);
(j) (i) through existing on the Amendment No. 2 Closing Date and listed on Schedule 6.01 attached hereto and (xiii) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations Liens in favor of the Borrower Parent or any of its Subsidiaries that are not Loan Parties (or any assignee or successor thereto that is an Affiliate of the Parent) securing certain obligations owing to the Parent or any of its Subsidiaries that are not Loan Parties (or such Affiliate assignee or successor) similar to those obligations owing under the Pipelines and Terminals Agreements so long as such Liens are subordinated to the Liens on the same assets securing the Obligations on terms not less advantageous to the Administrative Agent and the Lenders and similar to those contained in the LC Issuing Banks hereunder are simultaneously Subordination, Non-Disturbance and ratably Attornment Agreement executed by the Administrative Agent and HollyFrontier Corporation as of July 8, 2005, in each case, including any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted by such Lien pursuant to documentation satisfactory to the Lenders.Section 6.02; (k) securing Debt permitted under Section 6.02(k); and
Appears in 1 contract
Liens, Etc. Create Such Borrower shall not create, incur, assume or suffer to exist exist, directly or indirectly, any Lien upon or with respect to any of its properties (includingor the Collateral, without limitationnow owned or hereafter acquired, or upon any shares of any class of equity security of any of its Significant Subsidiaries)proceeds, in each case to secure products, issues, income or provide profits therefrom except for the payment of Debt, other than: following ("PERMITTED LIENS"):
(i) Liens in existence on granted pursuant to the date of this Agreement; Loan Documents;
(ii) Liens securing any Purchase Debt to the extent that the Liens cover only the subject assets purchased with such Purchase Debt;
(iii) Liens for taxes, assessments or governmental charges or levies on such Borrower's property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being diligently contested in good faith and by appropriate proceedings and for which such Borrower shall have set aside reserves on its books as required by GAAP;
(iv) Liens imposed by law, such as landlord's, carrier's, warehousemen's and mechanic's liens, which liens shall be waived in writing to the extent waivable, and with respect to obligations not past due, yet due or which are being contested in good faith in by appropriate proceedings diligently conducted and in either case for which the such Borrower has provided shall have set aside adequate reserves for the payment thereof in accordance with on its books as required by GAAP; ;
(iiiv) Liens arising out of pledges or deposits under workmen's compensation laws, unemployment insurance, old age pensions, or other social security benefits other than any Lien imposed by ERISA;
(vi) Liens incurred or deposits made in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislationsurety bonds provided that such Liens shall extend only to cash collateral for such surety bonds; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; or
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on cash securing the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted reimbursement obligations under the foregoing clauses (i) through (xi) shall be placed upon any shares Excluded Letters of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersCredit.
Appears in 1 contract
Samples: Loan and Security Agreement (KMC Telecom Holdings Inc)
Liens, Etc. Create The Issuer shall not, nor shall it permit any Subsidiary to, create or suffer to exist any Lien upon or with respect to any of its properties properties, whether owned by the Issuer or such Subsidiary as at the Effective Date or thereafter acquired, or assign any right to receive income, except:
(includinga) Liens directly or indirectly created in favor of the Holders pursuant to this Indenture, without limitationthe Plan and the Collateral Documents;
(b) any Lien securing the renewal, any shares extension or refunding of any class Indebtedness or other obligation secured by any Lien permitted by subsection (a) of equity security this Section 4.13 without any increase in the amount secured thereby or in the assets subject to such Liens;
(c) Liens arising by operation of any law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by the Issuer or such Subsidiary in the ordinary course of business which secure its Significant Subsidiaries)obligations to such Person; PROVIDED, HOWEVER, that the Issuer or such Subsidiary
(i) is not in default in respect of such payment obligation to such Person or (ii) is in default with respect to such payment obligation but is, in each case to secure or provide good faith and by appropriate proceedings, diligently contesting such obligation and adequate provision is made for the payment of Debtthereof and such default, other than: either individually or in the aggregate, would not cause a Material Adverse Effect;
(id) Liens in existence on the date of this Agreement; (iiexcluding Environmental Liens) Liens for securing taxes, assessments or governmental charges or levies to levies; PROVIDED, HOWEVER, that the extent Issuer or such Subsidiary (i) is not past due, in default in respect of any payment obligation with respect thereto or which are being contested (ii) is in default in respect of such payment obligation but is in good faith in and by appropriate proceedings diligently conducted contesting such obligation and for which the Borrower has provided adequate reserves provision is made for the payment thereof and such default, either individually or in accordance with GAAP; the aggregate, would not cause a Material Adverse Effect;
(iiie) Liens incurred or pledges or and deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, old-age pensions and other social security benefits;
(f) Liens securing the performance of operating leases, contracts (other than for the repayment of borrowed money), statutory obligations, and other obligations of like nature, incurred as an incident to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits and in the ordinary course of business (other than for borrowed monies) thatbusiness, and judgment liens which do not cause individually or in the aggregate, are a Material Adverse Effect, and do not material to constitute a Default or an Event of Default;
(g) zoning restrictions, easements, licenses, reservations, restrictions on the Borrower; (v) purchase money mortgages use of real property or other liens or purchase money security interests upon minor irregularities incident thereto which do not cause, individually or in any property acquired the aggregate, a Material Adverse Effect;
(h) Liens in favor of landlords securing operating leases permitted by Section 4.15;
(i) Liens existing on the Effective Date;
(j) Environmental Liens which do not cause, individually or held by the Borrower in the ordinary course of business aggregate, a Material Adverse Effect;
(k) Liens relating to secure Indebtedness incurred to finance the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant but only to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; extent (x) Liens created for of the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part value of the property acquired and (y) such Lien does not extend to or Debt that secured the Lien so extendedcover any other property other than such property, renewed or replaced (improvements thereon and any improvements on such property)proceeds therefrom; and and
(xil) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien securing Indebtedness permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersSection 4.14(i).
Appears in 1 contract
Samples: Indenture (Mortgage & Realty Trust)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist any Lien upon or with respect (all of which shall be referred to any of its properties as “Permitted Liens”):
(including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (ia) Liens in existence on securing the date of this Agreement; Obligations;
(ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (vb) purchase money mortgages or other liens Liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure or at the purchase price time of the Borrower’s or such Subsidiary’s acquisition of such property or to secure indebtedness equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens imposed for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided, that, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; HOUSTON\2059604 -63-
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers’ compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in connection each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with court proceedings, the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such LiensLien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, in and (ii) the aggregate, shall not exceed $25,000,000 at any one time outstanding; Debt under such Capital Leases is permitted under Section 6.02 below;
(viiik) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the assets to be transferred pursuant to the ITC Transaction or the equity interests ordinary course of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction business and securing Debt incurred not in connection with the ITC Transactionborrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank;
(ixm) other Liens on cash and Liquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14);
(n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate; HOUSTON\2059604 -64-
(o) Subject to paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money;
(p) Liens described in Schedule 4.05; and
(q) Liens not otherwise referred to permitted under this Agreement incurred in the foregoing clauses (i) through (viii) above, provided that such Liens, ordinary course of business securing Debt in the aggregate, shall an aggregate principal amount at any time outstanding not to exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders250,000.
Appears in 1 contract
Liens, Etc. Create or suffer to exist exist, or permit any Lien of its Subsidiaries to create or suffer to exist, any Lien, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person or provide for entity, other than:
(a) Liens securing the Loans hereunder and the obligations under the Term Loan Agreement;
(b) Liens securing the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, provided that (i) they do not in the aggregate materially reduce the value of any properties subject to the extent not past dueLiens or materially interfere with their use in the ordinary conduct of the owning business, or and (ii) all claims which the Liens secure are being actively contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; proceedings;
(iiic) pledges Liens incurred or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits made in the ordinary course of business (i) in connection with worker's compensation, unemployment insurance, social security and other than for borrowed monieslike laws, or (ii) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the performance of letters of credit, bids, tenders, sales contract, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; ;
(vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (viid) attachment, judgment or and other similar Liens arising in connection with court proceedings, proceedings provided that such Liens(i) execution and other enforcement are effectively stayed, and (ii) all claims which the Liens secure are being actively contested in the aggregate, shall not exceed $25,000,000 at any one time outstanding; good faith and by appropriate proceedings;
(viiie) Liens on the assets to be transferred pursuant property of a Subsidiary provided that they secure only obligations owing to the ITC Transaction Borrower or another Subsidiary;
(f) Liens related to lease obligations, and within the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred limitations, described in Section 7.02;
(g) Liens against Customer Notes, which are created in connection with the ITC Transactionsale, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) abovepledge or discounting of such customer notes, provided that immediately after giving effect thereto the Borrower's aggregate liabilities on account of such Liens, in the aggregate, shall Debt secured by such Liens does not exceed $50,000,000 at any one time6,000,000; and
(xh) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) aboveagainst property leased pursuant to Capital Leases and Synthetic Lease Obligations, provided that the principal aggregate amount of indebtedness Debt secured thereby shall by such Liens does not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses $3,000,000.
(i) through Liens not exceeding $500,000 in the aggregate against property other than inventory and receivables and Liens against receivables of HTT Xxxxxx Xxxxxx Xxxxxxxx XX and X. Xxxxxxxxxxxx & Co. AG.
(xij) Liens securing certain credit facilities made available by JPMorgan Chase Bank to the Borrower for foreign exchange, letters of credit and Interest Rate Protection Agreements. For the purposes of this Agreement, the term "Lien" shall mean any interest in property securing any Debt or obligation owed to, or a claim by, a Person other than the owner of the property, whether the interest is based on common law, statute or contract (including the security interest or lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes). The term "Lien" shall not include minor reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions and other minor title exceptions affecting property, provided that they do not constitute security for a monetary obligation. For the purposes of this Agreement, the Borrower or a Subsidiary shall be placed upon any shares deemed to be the owner of any class property which it has acquired or holds subject to a conditional sale agreement, Capital Lease and Synthetic Lease Obligations or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes, and such retention or vesting shall be deemed to be a Lien. In connection with any sale, pledge or discounting of equity security Borrower's or its Subsidiaries' Customer Notes, a "Lien" or "Liens" shall be deemed to exist to the extent of (i) the amount of any Significant sums withheld from the Borrower or any Subsidiary unless in any such transaction, plus (ii) the obligations amount of any obligation of the Borrower to or any Subsidiary resulting from the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by non-payment of any Customer Notes involved in any such Lien pursuant to documentation satisfactory to the Lenderstransaction.
Appears in 1 contract
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist any Lien upon or with respect (all of which shall be referred to any of its properties as “Permitted Liens”):
(including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (ia) Liens in existence on securing the date of this Agreement; Obligations;
(ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (vb) purchase money mortgages or other liens Liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure or at the purchase price time of, or within 30 days after, the Borrower’s or such Subsidiary’s acquisition of such property or to secure indebtedness equipment; provided, that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) Liens imposed for Taxes, assessments, or other governmental charges or levies not yet due or as to which any grace period (not to exceed 60 days), if any, related thereto has not expired or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, suppliers, laborers, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings; provided, that, such reserves as may be required by GAAP shall have been made therefor;
(e) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if any reserves as may be required by GAAP shall have been made therefor;
(f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(g) Liens arising in the ordinary course of business out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for sums the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, (ii) the Debt under such Capital Leases is permitted under Section 9.02 below, and (iii) any such Lien extends only to the assets that are financed by or leased pursuant to such operating lease or Capital Lease (or in the case of a Lease of premises, the Borrower’s assets located on such premises);
(k) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, letters of credit, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not yet in connection with the borrowing of money;
(l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Loan Parties on deposit with or in possession of such bank;
(m) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate;
(n) Subject to Section 9.01(c) and Section 9.01(d), non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Loan Parties which arise out of operation of law and are not in connection with the borrowing of money or uncontested past due amounts;
(o) Liens on the Property of Abraxas Properties arising under the Existing Mortgage, securing Debt permitted by Section 9.02(i), for so long as Abraxas Properties owns the Headquarters; provided that the Property subject to such Liens shall not include any Oil and Gas Properties or currently being contested any assets related to Oil and Gas Properties (including without exclusion seismic data and accounts receivable from the Oil and Gas Properties) or any Equity Interest owned by Abraxas Properties;
(p) Liens on a used Oilwell E-2000 drilling rig and the equipment necessary to refurbish it, in good faith each case owned by appropriate proceedings diligently conducted; a wholly owned Subsidiary of the Borrower securing Debt permitted by Section 9.02(l);
(viiq) attachment, judgment or Judgments and other similar Liens arising in connection with court proceedings, proceedings that do not constitute an Event of Default; provided that such LiensLiens are being contested in good faith and by appropriate proceedings diligently pursued, in the aggregateadequate reserves or other appropriate provision, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests if any, as are required by GAAP have been made therefor, and a stay of enforcement of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred such Liens is in connection with the ITC Transaction, effect;
(ixr) other Liens not otherwise referred to permitted under this Agreement incurred in the foregoing clauses ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $5,000,000; and
(s) Senior Liens (i) through (viii) aboveto the extent permitted by, provided that and for so long as such LiensLiens remain subject to, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); Intercreditor Agreement and (xiii) as long as any Property securing such Senior Liens on rights or other property purported to be transferred to also secures the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersObligations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Abraxas Petroleum Corp)
Liens, Etc. Create The Parent Borrower will not create or suffer to exist exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien upon on or with respect to any of its properties (includingassets, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Material Subsidiaries to assign, in each case any right to secure or provide for the payment of Debtreceive income, other than: :
(i) Liens in existence on the date of this Agreement; (iiA) Liens for taxes, assessments or assessments, governmental charges or levies or other amounts owed to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (governmental entities other than for borrowed monies) that, in the aggregate, are not material to the Borrowermoney; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (viB) Liens imposed by law law, such as materialmen’s, mechanics’, carriers’, workers’ workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for sums not yet due a period of more than 30 days or currently that are being contested in good faith by appropriate proceedings diligently conductedfaith; (viiC) attachmentpledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, judgment rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or other similar materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in connection with court proceedingsthe ordinary course of business,
(ii) purchase money Liens upon or in any property, provided that such Liens, assets or stock acquired or held by the Parent Borrower or any Material Subsidiary in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on ordinary course of business to secure the assets purchase price or construction cost of such property or to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing secure Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created solely for the sole purpose of extendingfinancing the acquisition or construction of such property whether incurred prior or subsequent to such acquisition or construction, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any property other than the property being acquired, and no such extension, renewal or replacement and that such extension, renewal shall extend to or replacement, as the case may be, shall be limited cover any property not theretofore subject to all or a part of the property or Debt that secured the Lien so being extended, renewed or replaced replaced,
(and iii) Liens existing on the Effective Date,
(iv) (A) assignments of the right to receive income in connection with any improvements on such property); Permitted Receivables Financing and (xiB) other Liens on or assignments of the right to receive income that would otherwise be prohibited; provided that the Aggregate Amount of Financing Outstanding in connection with Permitted Receivables Financings described in clause (A), plus the aggregate principal amount of Debt secured by Liens described in clause (B) at any time outstanding (which amount, for purposes of assignments of rights or other property purported to receive income, shall be deemed to be transferred the aggregate proceeds received from such assignments, reduced according to the issuer original schedule of Eligible Securitization Bonds collection of such income), shall not exceed 10% of the Consolidated Net Worth of the Parent Borrower at such time,
(v) the replacement, extension or another entity to secure Eligible Securitization Bonds; provided, further, that no renewal of any Lien permitted under the foregoing by clauses (iii) through and (xiiii) shall be placed above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any shares of any class of equity security of any Significant Subsidiary unless the obligations direct or contingent obligor) of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably amount secured by such Lien pursuant to documentation satisfactory to the Lendersthereby, and
(vi) intercompany Liens.
Appears in 1 contract
Samples: Credit Agreement (Monsanto Co /New/)
Liens, Etc. Create The Corporation will not create or suffer to exist ---------- exist, or permit any Lien of its Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Corporation's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt, other than: ; provided however that the foregoing restriction shall not apply to the -------- ------- following Liens which are permitted:
(i) set-off rights, arising by operation of law or under any contract entered into in the ordinary course of business, and bankers' Liens, Liens in existence on the date of this Agreement; carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
(ii) Liens for taxes, assessments or governmental charges or levies in favor of the United States of America to secure amounts paid to the extent not past dueCorporation or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or which other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith in by appropriate proceedings diligently conducted proceedings, and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course that any such judgment does not constitute an Event of business to secure obligations under worker’s compensation laws or similar legislation; Default;
(iv) other pledges or deposits in Liens on accounts receivable resulting from the ordinary course sale of business such accounts receivable;
(v) Liens on assets of any Subsidiary of the Corporation existing at the time such Person becomes a Subsidiary (other than for borrowed monies) that, any such Lien created in the aggregate, are not material to the Borrower; contemplation of becoming a Subsidiary);
(vvi) purchase money mortgages or other liens or purchase money security interests Liens upon or in any property acquired or held by the Borrower Corporation or any Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such propertyproperty (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising the interest of the lessor thereof in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; any property that is subject to a Capital Lease;
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, other than Liens described in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) aboveand in clause (ix), provided that to secure Debt not in excess of an aggregate of $75,000,000 principal amount at any time outstanding;
(viii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of indebtedness secured thereby any such Debt shall not exceed the principal amount increase as a result of indebtedness so secured at the time of any such extension, renewal or replacement and that (y) Liens resulting from any such extension, renewal or replacement, as replacement shall cover only such property which secured the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so is being extended, renewed or replaced replaced; and
(and any improvements on such property); and (xiix) Liens on rights or other property purported to be transferred to any of the issuer of Eligible Securitization Bonds or another entity properties described in Schedule III hereto to secure Eligible Securitization Bonds; providedDebt, further, provided that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares amount of any class of equity security of any Significant Subsidiary unless the obligations such Debt does not exceed 100% of the Borrower to fair market value of the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured property encumbered by such Lien pursuant to documentation satisfactory to at the Lenderstime such Debt is incurred.
Appears in 1 contract
Samples: Credit Agreement (Short Term Facility) (Computer Sciences Corp)
Liens, Etc. Create Such Borrower shall not create, incur, assume or suffer to exist exist, directly or indirectly, any Lien upon or with respect to any of its properties (includingor the Collateral, without limitationnow owned or hereafter acquired, or upon any shares of any class of equity security of any of its Significant Subsidiaries)proceeds, in each case to secure products, issues, income or provide profits therefrom except for the payment of Debt, other than: following "PERMITTED LIENS":
(i) Liens in existence on granted pursuant to the date of this Agreement; Loan Documents;
(ii) Liens securing any Purchase Debt to the extent that the Liens cover only the subject assets purchased with such Purchase Debt;
(iii) Liens for taxes, assessments or governmental charges or levies on such Borrower's property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being diligently contested in good faith and by appropriate proceedings and for which such Borrower shall have set aside reserves on its books as required by GAAP;
(iv) Liens imposed by law, such as landlord's, carrier's, warehousemen's and mechanic's liens, which liens shall be waived in writing to the extent waivable, and with respect to obligations not past due, yet due or which are being contested in good faith in by appropriate proceedings diligently conducted and in either case for which the such Borrower has provided adequate shall have set aside reserves for the payment thereof in accordance with on its books as required by GAAP; ;
(iiiv) Liens arising out of pledges or deposits under workmen's compensation laws, unemployment insurance, old age pensions, or other social security benefits other than any Lien imposed by ERISA;
(vi) Liens incurred or deposits made in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislationsurety bonds provided that such Liens shall extend only to cash collateral for such surety bonds; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; or
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests consisting of any Subsidiary long-term leases of the Borrower formed for purposes "dark fiber" permitted by SECTION 6.03 of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersthis Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (KMC Telecom Holdings Inc)
Liens, Etc. Create Create, incur, assume or suffer to exist any Lien of any nature, upon or with respect to any of its properties (includingproperties, without limitationnow owned or hereafter acquired, or assign as collateral or otherwise convey as collateral, any shares of right to receive income, except that the foregoing restrictions shall not apply to any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for Liens:
Section 5.2.1.1. For taxes, assessments or governmental charges or levies to on property if the extent same shall not past dueat the time be delinquent or thereafter can be paid without penalty or interest, or which (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced or if commenced not stayed, bonded or discharged within 30 days after commencement) are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower proper reserve or other provision has provided adequate reserves for the payment thereof been made in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material and to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held extent required by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed GAAP;
Section 5.2.1.2. Imposed by law law, such as materialmen’s, mechanics’landlords', carriers’', workers’ warehousemen's and repairmen’s Liens mechanics' liens, bankers' set off rights and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with and to the extent required by GAAP;
Section 5.2.1.3. Arising in the ordinary course of business out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
Section 5.2.1.4. Arising from or upon any judgment or award, provided that such judgment or award is being contested in good faith by appropriate proper appeal proceedings diligently conducted; (vii) attachment, judgment and only so long as execution thereon shall be stayed;
Section 5.2.1.5. Those set forth on Exhibit 1.8;
Section 5.2.1.6. Those now or hereafter granted pursuant to the Security Documents or otherwise now or hereafter granted to the Agent for the benefit of the Lenders as collateral for the Loans and/or Borrower's other similar Liens Obligations arising in connection with court proceedingsor under any of the Financing Documents;
Section 5.2.1.7. Deposits to secure the performance of bids, provided that such Lienstrade contracts (other than for Borrowed Money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of the Borrower's or any Subsidiary's business;
Section 5.2.1.8. Easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, shall are not exceed $25,000,000 at substantial in amount, and which do not in any one time outstandingcase materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by any Borrower or any Subsidiary;
Section 5.2.1.9. Liens securing Indebtedness permitted to exist under Section 5.2.8.3; (viii) Liens on provided that the assets Lien securing any such Indebtedness is limited to be transferred the item of property purchased or leased in each case; 50 57
Section 5.2.1.10. UCC-1 financing statements filed solely for notice or precautionary purposes by lessors under operating leases which do not secure Indebtedness and which are limited to the items of equipment leased pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred lease in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one timequestion; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.and
Appears in 1 contract
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this AgreementEffective Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred created by or pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, Mortgage Indenture; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred to in the foregoing clauses (i) through (vi) and (viii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist any Lien upon exist, or with respect to permit any of its properties (includingSubsidiaries to create, without limitationassume, incur, or suffer to exist, any shares of any class of equity security Lien on or in respect of any of its Significant Subsidiaries)Property whether now owned or hereafter acquired, in each case or assign any right to secure receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or provide for the payment of Debt, other than: suffer to exist:
(ia) Liens in existence on securing the date of this Agreement; First Lien Debt;
(iib) Liens for taxes, assessments or governmental charges or levies to securing the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; Obligations;
(iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (vc) purchase money mortgages or other liens Liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure or at the purchase price time of the Borrower’s or such Subsidiary’s acquisition of such property or to secure indebtedness equipment; provided, that the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount;
(d) Liens imposed for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by law appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(e) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics’, carriers’workmen, workers’ materialmen, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided that such reserve as may be required by GAAP shall have been made therefor;
(f) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(h) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers’ compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(i) Liens arising in connection with court proceedingsunder operating agreements, provided that such Liensunitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the aggregateoil, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on gas and mineral production business and that are entered into in the assets to be transferred pursuant to ordinary course of business that are taken into account in computing the ITC Transaction or the equity net revenue interests of any Subsidiary and working interests of the Borrower formed for purposes or any of consummating its Subsidiaries warranted in the ITC Transaction and securing Debt incurred in connection with Security Instruments, to the ITC Transaction, (ix) other Liens not otherwise extent that any such Lien referred to in this clause does not materially impair the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part use of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured Property covered by such Lien pursuant for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(j) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to documentation satisfactory to the Lenderswhich they apply; and
(k) Liens securing Debt permitted under Section 6.02(e).
Appears in 1 contract
Samples: Second Lien Credit Agreement (Crusader Energy Group Inc.)
Liens, Etc. Create or suffer to exist exist, or permit any Lien of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt, other than: except for Permitted Liens. “Permitted Liens” means (i) Liens liens for taxes not yet due and payable, for less than $100,000 in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past dueaggregate, or which are being contested in good faith in by appropriate proceedings diligently conducted and for which the Borrower has pursued, provided adequate reserves that provision for the payment thereof in accordance with of all such taxes has been made on the books of such person as may be required by GAAP, consistently applied; (iiiii) pledges or deposits mechanics’, materialmen’s, banker’s, carriers’, warehousemen’s and similar liens and encumbrances arising in the ordinary course of business to secure and securing obligations under of such person that are not overdue for a period of more than 60 days, for less than $100,000 in the aggregate, or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest (1) any proceedings commenced for the enforcement of such liens and encumbrances shall have been duly suspended; and (2) such provision for the payment of such liens and encumbrances has been made on the books of such person as may be required by GAAP, consistently applied; (iii) liens arising in connection with worker’s compensation laws compensation, unemployment insurance, old age pensions and social security benefits and similar statutory obligations which are not overdue, for less than $100,000 in the aggregate, or similar legislationare being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest (1) any proceedings commenced for the enforcement of such liens shall have been duly suspended; and (2) such provision for the payment of such liens has been made on the books of such person as may be required by GAAP, consistently applied; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower incurred in the ordinary course of business to secure the purchase price performance of such property statutory obligations arising in connection with progress payments or to secure indebtedness incurred solely for advance payments due under contracts with the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising United States government or any agency thereof entered into in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.business;
Appears in 1 contract
Samples: Bridge Loan Agreement
Liens, Etc. Create The Corporation will not create or ---------- suffer to exist, or permit any of its Subsidiaries to create or suffer to exist exist, any Lien Lien, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Corporation's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt, other than: ; provided however that the foregoing restriction shall not apply to the -------- ------- following Liens which are permitted:
(i) set-off rights, arising by operation of law or under any contract entered into in the ordinary course of business, and bankers' Liens, Liens in existence on the date of this Agreement; carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
(ii) Liens for taxes, assessments or governmental charges or levies in favor of the United States of America to secure amounts paid to the extent not past dueCorporation or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or which -------- other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith in by appropriate proceedings diligently conducted proceedings, and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAPthat any such judgment does not constitute an Event of Default; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; --------
(iv) other pledges or deposits in Liens on accounts receivable resulting from the ordinary course sale of business such accounts receivable;
(v) Liens on assets of any Subsidiary of the Corporation existing at the time such Person becomes a Subsidiary (other than for borrowed monies) that, any such Lien created in the aggregate, are not material to the Borrower; contemplation of becoming a Subsidiary);
(vvi) purchase money mortgages or other liens or purchase money security interests Liens upon or in any property acquired or held by the Borrower Corporation or any Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such propertyproperty (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising the interest of the lessor thereof in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; any property that is subject to a Capital Lease;
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, other than Liens described in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) aboveand in clause (ix), provided that to secure Debt not in excess of an aggregate of $75,000,000 principal amount at any time outstanding;
(viii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of indebtedness secured thereby any such Debt shall not exceed the principal amount increase as a result of indebtedness so secured at the time of any such extension, renewal or replacement and that (y) Liens resulting from any such extension, renewal or replacement, as replacement shall cover only such property which secured the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so is being extended, renewed or replaced replaced; and
(and any improvements on such property); and (xiix) Liens on rights or other property purported to be transferred to any of the issuer of Eligible Securitization Bonds or another entity properties described in Schedule III hereto to secure Eligible Securitization Bonds; providedDebt, further, provided that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares amount of any class of equity security of any Significant Subsidiary unless the obligations such Debt does not exceed 100% of the Borrower to fair market value of the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured property encumbered by such Lien pursuant to documentation satisfactory to at the Lenderstime such Debt is incurred.
Appears in 1 contract
Samples: Credit Agreement (Long Term Facility) (Computer Sciences Corp)
Liens, Etc. Create Except as permitted under Section 7.2, the Borrower will not create, incur, assume, or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume, or suffer to exist, any Lien upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of Debtany Indebtedness of any Person, other thanthan the following: (ia) purchase-money Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or to secure indebtedness Indebtedness incurred solely for the purpose of financing the acquisition of such property; (vib) Liens imposed for taxes, assessments or other governmental charges or levies not yet due or the imposition or amount of which the Borrower or any of its Subsidiaries is diligently contesting in good faith by law such as appropriate proceedings and for which adequate reserves for payment thereof have been established; (c) pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Borrower or any of its Subsidiaries is a party, in each case made in the ordinary course of business; (d) materialmen’s, mechanics’, carriers’, workers’ and workmen’s, repairmen’s Liens and or other similar Liens arising in the ordinary course of business for sums not yet due business, or currently being contested in good faith by appropriate proceedings diligently conducteddeposits to obtain the release of such Liens; (viie) attachmentLiens existing on property, judgment acquired by the Borrower or other similar Liens arising in connection with court proceedings, provided that such Liens, any of its Subsidiaries in the aggregateordinary course of business, shall not exceed $25,000,000 at the time of acquisition of such property (other than any one time outstandingsuch Lien created in contemplation of such acquisition); (viiif) Liens created to secure Indebtedness in respect of First Mortgage Bonds issued after the date hereof, all of the proceeds of which are used to repay the Advances; (g) Liens in existence on the assets to be transferred pursuant to the ITC Transaction or the equity interests date of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction this Agreement; and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (xh) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt Indebtedness secured by any Lien referred to in the foregoing clauses (ia) through (vig) above(provided, provided however, that the principal amount of indebtedness Indebtedness secured thereby shall does not exceed the principal amount of indebtedness Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be is limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary of such Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of its Significant Subsidiariessuch Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which such Borrower or Significant Subsidiary is a party, (C) [reserved], (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viE) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by such Borrower or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each 744221928 case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Nonrecourse Indebtedness; (viii) Liens on the cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of such Borrower or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of such Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets to be transferred pursuant otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the ITC Transaction purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equity interests equipment, project, nuclear fuel or other assets financed with the proceeds of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the ITC Transactionassets of such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (xiii) Liens created for the sole purpose of refinancing, (ix) other Liens not otherwise extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (viii) abovexii); provided, provided that such Lienshowever, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Liens, Etc. Create Create, incur, assume or suffer to exist any Lien of any nature, upon or with respect to any of its properties (includingproperties, without limitationnow owned or hereafter acquired, or assign as collateral or otherwise convey as collateral, any shares of right to receive income, except that the foregoing restrictions shall not apply to any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for Liens:
Section 5.2.1.1. For taxes, assessments or governmental charges or levies to on property if the extent same shall not past dueat the time be delinquent or thereafter can be paid without penalty or interest, or which (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced or if commenced not stayed, bonded or discharged within 30 days after commencement) are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower proper reserve or other provision has provided adequate reserves for the payment thereof been made in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material and to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held extent required by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed GAAP;
Section 5.2.1.2. Imposed by law law, such as materialmen’s, mechanics’landlords', carriers’', workers’ warehousemen's and repairmen’s Liens mechanics' liens, bankers' set off rights and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with and to the extent required by GAAP;
Section 5.2.1.3. Arising in the ordinary course of business out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
Section 5.2.1.4. Arising from or upon any judgment or award, provided that such judgment or award is being contested in good faith by appropriate proper appeal proceedings diligently conducted; (vii) attachment, judgment and only so long as execution thereon shall be stayed;
Section 5.2.1.5. Those set forth on Exhibit 1.8;
Section 5.2.1.6. Those now or hereafter granted pursuant to the Security Documents or otherwise now or hereafter granted to the Agent for the benefit of the Lenders as collateral for the Loans and/or Borrower's other similar Liens Obligations arising in connection with court proceedingsor under any of the Financing Documents;
Section 5.2.1.7. Deposits to secure the performance of bids, provided that such Lienstrade contracts (other than for Borrowed Money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of the Borrower's or any Subsidiary's business;
Section 5.2.1.8. Easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, shall are not exceed $25,000,000 at substantial in amount, and which do not in any one time outstandingcase materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by any Borrower or any Subsidiary;
Section 5.2.1.9. Liens securing Indebtedness permitted to exist under Section 5.2.8.3; (viii) Liens on provided that the assets Lien securing any such Indebtedness is limited to be transferred the item of property purchased or leased in each case; and
Section 5.2.1.10. UCC-1 financing statements filed solely for notice or precautionary purposes by lessors under operating leases which do not secure Indebtedness and which are limited to the items of equipment leased pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred lease in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lendersquestion.
Appears in 1 contract
Samples: Loan Agreement (PCD Inc)
Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this AgreementClosing Date; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 50,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred created by or pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes Mortgage Indentures of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, Borrower; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed secure obligations in excess of $50,000,000 100,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred to in the foregoing clauses (i) through (vi) and (viii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Entergy Louisiana, LLC)
Liens, Etc. Create The Borrower will not create or suffer to exist exist, or permit any of its Significant Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, or assign, or permit any of such Subsidiaries to assign, any shares of any class of equity security of any of its Significant Subsidiaries)right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Borrower’s obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt, other than: ; provided however that the foregoing restriction shall not apply to the following Liens which are permitted:
(i) Liens in existence on the date of this Agreement; Customary Permitted Liens;
(ii) Liens for taxes, assessments or governmental charges or levies in favor of the United States to secure amounts paid to the extent not past due, Borrower or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are being contested in good faith in appropriate proceedings diligently conducted deposited and (y) supplies covered by such government contracts and material and other property acquired for which or allocated to the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; performance of such government contracts;
(iii) pledges or deposits attachment, judgment and other similar Liens arising in the ordinary course connection with legal proceedings, provided that any such judgment does not constitute an Event of business to secure obligations under worker’s compensation laws or similar legislation; Default;
(iv) other pledges Liens on accounts receivable resulting from the sale of such accounts receivable;
(v) Liens on assets of any Significant Subsidiary of the Borrower existing at the time such Person becomes a Significant Subsidiary or deposits in is merged into or consolidated with the ordinary course of business Borrower or a Significant Subsidiary (other than for borrowed monies) that, any such Lien created in the aggregate, are not material to the Borrower; contemplation of becoming a Significant Subsidiary);
(vvi) purchase money mortgages or other liens or purchase money security interests Liens upon or in any property asset acquired or held by the Borrower or any Significant Subsidiary (including any capital interest in the ordinary course of business any Person) to secure the purchase price of such property asset or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of or construction of improvements on or with respect to any such propertyasset (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such asset and transaction costs relating to such acquisition or the costs of such construction) and Liens existing on such asset at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising the interest of the lessor thereof in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; any asset that is subject to a Capital Lease;
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; on deposits securing obligations under cash pooling and multi-currency notional pooling programs;
(viii) Liens, other than Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred described in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viiivii) above, provided that such Liens, and in the aggregate, shall not exceed $50,000,000 at any one time; clauses (ix) and (x), on any assets of any Subsidiaries of the Borrower to secure Debt of any Subsidiaries of the Borrower not in excess of an aggregate of the greater of US$500,000,000 and 5% of the shareholders’ equity of the Borrower;
(ix) Liens created for the sole purpose of extendingresulting from any extension, renewing renewal or replacing replacement (or successive extensions, renewals or replacements), in whole or in part part, of any Debt secured by any Lien referred to in the foregoing clauses (iv) through and (vi) above, provided that so long as (x) the aggregate principal amount of indebtedness secured thereby any such Debt shall not exceed the principal amount increase as a result of indebtedness so secured at the time of any such extension, renewal or replacement and that (y) Liens resulting from any such extension, renewal or replacement, as replacement shall cover only such property which secured the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so is being extended, renewed or replaced replaced; and
(and any improvements on such property); and (xix) Liens on rights or other property purported to be transferred securing (x) Debt owing to the issuer Borrower or (y) Debt of Eligible Securitization Bonds or another entity any Subsidiary of the Borrower to secure Eligible Securitization Bondsany other Subsidiary; provided, further, that in no Lien permitted under the foregoing clauses (i) through (xi) event shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower create or suffer to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such exist any Lien pursuant to documentation satisfactory to the Lenderson any direct or indirect equity interests in any of its Subsidiaries.
Appears in 1 contract
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist any Lien upon exist, or with respect to permit any of its properties (includingSubsidiaries to create, without limitationassume, incur, or suffer to exist, any shares of any class of equity security Lien on or in respect of any of its Significant Subsidiaries)Property whether now owned or hereafter acquired, in each case or assign any right to secure receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or provide for the payment of Debt, other than: suffer to exist:
(ia) Liens in existence on securing the date of this Agreement; Obligations;
(ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (vb) purchase money mortgages or other liens Liens or purchase money security interests upon or in any property equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business created prior to secure or at the purchase price time of the Borrower’s or such Subsidiary’s acquisition of such property or to equipment; provided that such Liens secure indebtedness Debt that (i) was incurred solely for the purpose of financing or refinancing the acquisition of such property; equipment, and does not exceed the aggregate purchase price of such equipment, (viii) is secured only by such equipment and not by any other Properties of the Borrower or its Subsidiaries, and (iii) is not increased in amount;
(c) Liens imposed securing Capital Leases; provided such Liens secure Debt that (i) is secured only by law the Property leased under such Capital Leases and not any other Properties of the Borrower or any of its Subsidiaries and (ii) is not increased in amount;
(d) Liens for taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as materialmen’smay be required by GAAP shall have been made therefor;
(e) Liens in favor of vendors, carriers, warehousemen, landlords, repairmen, mechanics’, carriers’workmen, workers’ materialmen, construction, or similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided that such reserve as may be required by GAAP shall have been made therefor;
(f) Liens to operators and repairmen’s Liens non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, provided that such reserve as may be required by GAAP shall have been made therefor;
(g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other similar burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments;
(h) Liens arising in the ordinary course of business for sums not yet due out of pledges or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachmentdeposits under workers’ compensation laws, judgment unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(i) Liens arising in connection with court proceedingsunder Leases, provided that such Liensoperating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the aggregateoil, gas and mineral production business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto;
(j) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply;
(k) deposits of cash or securities to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of business;
(l) Liens on cash or securities of the Borrower or any Subsidiary securing the Debt described in Section 6.02(h); provided, however, that the aggregate amount of cash or securities which may secure such Debt shall not exceed $25,000,000 5,000,000 in the aggregate at any one time outstanding; time;
(viiim) Liens on securing the assets CIECO Debt and refinancings, refundings, renewals and extensions thereof permitted by Section 6.02(i); provided that such Liens encumber only the Entrada Assets and the Equity Interests of the Entrada Entities and not any other Properties of the Borrower or any of its Subsidiaries.
(n) Liens described in Schedule 6.01;
(o) Liens securing the 2016 Senior Notes to be transferred the extent that such Liens are subordinated to the Liens securing the Obligations pursuant to the ITC Transaction or the equity interests of any Subsidiary terms of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, Intercreditor Agreement; and
(ixp) other Liens securing Debt permitted under Section 6.02 in an aggregate principal amount outstanding not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 3,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Liens, Etc. Create or suffer to exist exist, or permit any of their Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of its their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer any right to receive income, other than the following Liens (to the extent, with respect to the Borrowers, their Subsidiaries or any of their assets or properties (includingx) such Liens are created, without limitation, any shares of any class of equity security of incurred or assumed by any of its Significant Subsidiaries)them on or after the Filing Date, such Liens are approved and authorized by the Bankruptcy Court and (y) such Liens are created, incurred or assumed by any of them before the Filing Date, such Liens are valid, perfected and non-avoidable in each case to secure or provide for the payment of Debt, other than: accordance with applicable law) (i"PERMITTED LIENS"):
(a) Liens in existence created pursuant to the Loan Documents or the Interim Financing Order or the Final Financing Order;
(b) Liens existing on the date of this Agreement; hereof, as set forth in Schedule 8.01;
(iic) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for that the payment thereof in accordance with GAAP; shall not be required by Section 7.02 hereof;
(iiid) pledges or deposits in the ordinary course Liens created by operation of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business law (other than for borrowed monies) thatLiens created under Environmental Laws), in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s's liens, mechanics’, carriers’, workers’ and repairmen’s Liens ' liens and other similar Liens Liens, arising in the ordinary course of business for sums which are not yet due and payable or, if due and payable, which are stayed by the Bankruptcy Court or currently being contested the Bankruptcy Code;
(e) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in good faith by appropriate proceedings diligently conducted; (vii) attachmentrespect of workers' compensation, judgment unemployment insurance or other similar forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens arising in connection with court proceedings, provided that such Liens, are incurred or otherwise arise in the aggregateordinary course of business and secure obligations which are not past due;
(f) easements, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the assets to be transferred pursuant to the ITC Transaction or the equity interests use of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction real property and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to minor irregularities in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.title thereto
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (American Architectural Products Corp)
Liens, Etc. Create The Borrower will not, and will not permit any of its Subsidiaries to, create, assume, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower or any of its Subsidiaries may create, incur, assume, or suffer to exist any Lien upon or with respect to any of its properties Liens (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for "Permitted Liens"):
(a) Securing the payment of Debt, other than: Obligations;
(ib) Liens in existence on the date of this Agreement; (ii) Liens for For taxes, assessments or assessments, governmental charges charges, or levies to on Property of the extent Borrower or any Guarantor not past dueyet due or that (provided foreclosure, sale or which other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(c) In favor of bankers and/or financial institutions in appropriate proceedings diligently conducted respect of deposit accounts, other Liens imposed by law, such as landlords', carriers', warehousemen's and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits mechanics' liens and other similar Liens arising by operation of law in the ordinary course of business to secure in respect of obligations under worker’s compensation laws that are not yet due or similar legislation; that are being contested in good faith by appropriate proceedings, provided such reserve as may be required by GAAP shall have been made therefor;
(ivd) other pledges or deposits Arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower or any Guarantor;
(e) Comprised of minor defects, irregularities, and deficiencies in title to, and easements, rights-of-way, zoning restrictions and other similar restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of the Borrower or any of its Subsidiaries which, individually and in the aggregate, do not materially interfere with the ordinary conduct of Business, do not materially detract from the value or the use of the property which they affect, and could not reasonably have a Material Adverse Effect;
(f) Comprised of deposits to secure the performance of bids, trade contracts (other than for borrowed monies) thatmoney), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the aggregate, are ordinary course of business;
(g) Created or arising after the date of this Agreement out of judgments or awards against the Borrower or any Guarantor and that (i) do not material give rise to an Event of Default and (ii) with respect to which the Borrower; Borrower or any Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review;
(vh) Constituting purchase money mortgages Liens or other liens or purchase money security interests created or arising after the date of this Agreement upon or in any property Property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyProperty; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in (A) the aggregate, aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (i) shall not exceed $25,000,000 at 10,000,000, (B) no such Lien may extend to or cover any one time outstanding; Property other than the Property being acquired, and (viiiC) Liens on the assets no such renewal or refinancing may extend to be transferred pursuant or cover any property not previously subject to the ITC Transaction Lien being renewed or the equity interests of any Subsidiary of the refinanced; and
(i) Assumed by Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred or its Subsidiaries in connection with the ITC Transaction, an Acquisition and (ixii) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, securing Capital Leases; provided that the aggregate amount of all Debt secured by such Liens, Liens may not exceed $10,000,000 in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties or rights, whether now owned or hereafter acquired, or assign any right to receive income, services or property (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiariesthe foregoing being referred to herein as a “Lien”), in each case except that the foregoing restrictions shall not apply to secure or provide for the payment of Debt, other than: Liens:
(i) Liens in existence on the date property of this Agreement; BGE, at any time that BGE is a Material Subsidiary, securing an aggregate principal amount of up to $500,000,000 of the obligations of BGE;
(ii) Liens for taxes, assessments or governmental charges or levies to on property of the extent Borrower or any Material Subsidiary if the same shall not past dueat the time be delinquent or thereafter can be paid without penalty, or which are being contested in good faith and by appropriate proceedings;
(iii) imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves ordinary course of business;
(iv) arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, or other social security or similar legislation;
(v) to secure the performance of (x) bids, tenders, contracts (other than contracts for the payment thereof in accordance with GAAP; (iii) pledges of borrowed money), leases, trading contracts, letters of credit, surety or deposits similar bonds or other similar obligations made in the ordinary course of business or (y) reimbursement obligations in respect of letters of credit issued to secure support the obligations described in the foregoing clause (x); provided that, for the avoidance of doubt, Liens (including, without limitation, rights of set-off) on (i) deposits and (ii) revenues under worker’s compensation laws or similar legislation; (iv) trading contracts, in each case in favor of counterparties under such trading contracts and other pledges or deposits obligations incurred in the ordinary course of business (other than for borrowed moniesincluding trading counterparties, brokerages, clearing houses, utilities, systems operators and similar entities) that, in the aggregate, are not material shall be permitted and shall be permitted to the Borrower; be first priority Liens on such collateral;
(vvi) arising out of purchase money mortgages or other liens or purchase money security interests upon or in any Liens on property acquired or held by the Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness Indebtedness incurred solely for the purpose of financing the acquisition of any such propertyproperty to be subject to such Liens, or Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall exceed the fair market value of the property acquired (vi) Liens imposed by law as determined at the time of purchase), or extend to or cover any property other than the property being acquired, and no such as materialmen’sextension, mechanics’renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due renewed or currently being contested in good faith by appropriate proceedings diligently conducted; replaced;
(vii) constituting attachment, judgment or and other similar Liens arising in connection with court proceedings, provided that such Liens, in proceedings to the aggregate, shall extent not exceed $25,000,000 at any one time outstanding; constituting an Event of Default under Section 6.01(g);
(viii) Liens on constituting easements, restrictions and other similar encumbrances arising in the assets to be transferred pursuant to ordinary course of business, which in the ITC Transaction aggregate do not materially adversely affect the Borrower’s or the equity interests any Material Subsidiary’s use of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, its properties;
(ix) created pursuant to Section 5.01(i) or created to secure Indebtedness in an aggregate principal amount not exceeding $1,230,000,000 used to replace or refinance the RBS Credit Agreement and otherwise containing terms (other Liens than pricing) taken as a whole not otherwise referred materially more favorable to in the foregoing clauses (i) through (viii) above, provided that providers of such Liens, in Indebtedness than the aggregate, shall not exceed $50,000,000 at any one time; terms of the Credit Documents are to the Lenders;
(x) Liens created for under Section 6.02(b) on the sole purpose of extending, renewing Cash Collateral Account or replacing in whole or in part Debt secured on cash collateral accounts established by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders secure investments and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.guarantees; or
Appears in 1 contract
Liens, Etc. Create The Partnership will not create or suffer to exist exist, or permit any Lien of its Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Partnership's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt, other than: ; provided however that the foregoing restriction shall not apply to the following Liens which are permitted:
(i) set-off rights, arising by operation of law or under any contract entered into in the ordinary course of business, and bankers' Liens, Liens in existence on the date of this Agreement; carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
(ii) Liens for taxes, assessments or governmental charges or levies in favor of the United States of America to secure amounts paid to the extent not past duePartnership or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or which other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith in by appropriate proceedings diligently conducted proceedings, and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course that any such judgment does not constitute an Event of business to secure obligations under worker’s compensation laws or similar legislation; Default;
(iv) other pledges or deposits in Liens on accounts receivable resulting from the ordinary course sale of business such accounts receivable;
(v) Liens on assets of any Subsidiary of the Partnership existing at the time such Person becomes a Subsidiary (other than for borrowed monies) that, any such Lien created in the aggregate, are not material to the Borrower; contemplation of becoming a Subsidiary);
(vvi) purchase money mortgages or other liens or purchase money security interests Liens upon or in any property acquired or held by the Borrower Partnership or any Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such propertyproperty (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising the interest of the lessor thereof in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; any property that is subject to a Capital Lease;
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, other than Liens described in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) aboveand in clause (ix), provided that to secure Debt not in excess of $75,000,000 principal amount at any time outstanding;
(viii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of indebtedness secured thereby any such Debt shall not exceed the principal amount increase as a result of indebtedness so secured at the time of any such extension, renewal or replacement and that (y) Liens resulting from any such extension, renewal or replacement, as replacement shall cover only such property which secured the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so is being extended, renewed or replaced replaced; and
(and any improvements on such property); and (xiix) Liens on rights or other property purported to be transferred to any of the issuer of Eligible Securitization Bonds or another entity properties described in Schedule II hereto to secure Eligible Securitization Bonds; providedDebt, further, provided that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares amount of any class of equity security of any Significant Subsidiary unless the obligations such Debt does not exceed 100% of the Borrower to fair market value of the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured property encumbered by such Lien pursuant to documentation satisfactory to at the Lenderstime such Debt is incurred.
Appears in 1 contract
Liens, Etc. Create or suffer to exist exist, or permit any Significant Subsidiary of such Borrower to create or suffer to exist, any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any Significant Subsidiary of its Significant Subsidiariessuch Borrower), in each case to secure or provide for the payment of DebtIndebtedness, other than: than (i) Liens in existence on the date liens consisting of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iiiA) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; , (ivB) other deposits in the ordinary course of business to secure, or in lieu of, surety, appeal, or customs bonds to which such Borrower or Significant Subsidiary is a party, (C) deposits, in an aggregate amount not to exceed $250,000,000 at any one time outstanding, made by FE to secure, or in lieu of, surety, appeal, or customs bonds to which any Unregulated Subsidiary is a party, (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely contracts for the purpose payment of financing the acquisition of such property; money), or (viE) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and ’, repairmen’s or other like Liens and other similar Liens arising incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain in the release of such Liens; (ii) purchase money liens or purchase money security interests upon or in any property acquired or held by 71 752938400 such Borrower or Significant Subsidiary in the ordinary course of business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstandingsecuring Nonrecourse Indebtedness; (viii) Liens on the cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of such Borrower or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of such Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets to be transferred pursuant otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the ITC Transaction purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equity interests equipment, project, nuclear fuel or other assets financed with the proceeds of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the ITC Transactionassets of such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (xiii) Liens created for the sole purpose of refinancing, (ix) other Liens not otherwise extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (viii) abovexii); provided, provided that such Lienshowever, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) secured thereby shall not exceed the principal amount of indebtedness Indebtedness (or, if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Firstenergy Corp)
Liens, Etc. Create The Borrower will not, and will not permit any of its Subsidiaries or any Holdco Entity to, create, assume, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except that the Borrower or any of its Subsidiaries or any Holdco Entity may create, incur, assume, or suffer to exist any Lien upon Liens (“Permitted Liens”):
(a) securing the Obligations;
(b) for taxes, assessments, governmental charges, or with respect to levies on Property of the Borrower, any of its properties Subsidiaries or any Holdco Entity not yet due or that (includingprovided foreclosure, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries), in each case to secure sale or provide for the payment of Debt, other than: (isimilar proceedings shall not have been initiated) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor;
(c) in appropriate proceedings diligently conducted favor of bankers and/or financial institutions in respect of deposit accounts, other Liens imposed by law, such as landlords’, carriers’, warehousemen’s and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits mechanics’ liens and other similar Liens arising by operation of law in the ordinary course of business to secure in respect of obligations under worker’s compensation laws that are not yet due or similar legislation; that are being contested in good faith by appropriate proceedings, provided such reserve as may be required by GAAP shall have been made therefor;
(ivd) other pledges or deposits arising in the ordinary course of business out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower, any of its Subsidiaries or any Holdco Entity;
(e) comprised of minor defects, irregularities, and deficiencies in title to, and easements, rights-of-way, zoning restrictions and other similar restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of the Borrower or any of its Subsidiaries or any Holdco Entity which, individually and in the aggregate, do not materially interfere with the ordinary conduct of Business, do not materially detract from the value or the use of the property which they affect, and could not reasonably have a Material Adverse Effect;
(f) comprised of deposits to secure the performance of bids, trade contracts (other than for borrowed monies) thatmoney), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the aggregate, are not material to ordinary course of business; 3rd Amended/Restated Credit Agreement
(g) created out of judgments or awards against the Borrower; , any of its Subsidiaries or any Holdco Entity and that (vi) do not give rise to an Event of Default and (ii) with respect to which the Borrower, such Subsidiary or such Holdco Entity at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review;
(i) constituting purchase money mortgages Liens or other liens or purchase money security interests upon or in any property Property acquired or held by the Borrower or any of its Subsidiaries or any Holdco Entity in the ordinary course of business to secure the purchase price of such property Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyProperty and (ii) securing Capital Leases; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in (A) the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the aggregate principal amount of the indebtedness secured thereby by the Liens permitted by this paragraph (h) shall not exceed the principal amount greater of indebtedness so secured at (x) $75,000,000 and (y) two and one-half percent (2.5%) of the time of Borrower’s Consolidated Net Tangible Assets, (B) no such extensionLien may extend to or cover any Property other than the Property being acquired or leased, and (C) no such renewal or replacement and that such extension, renewal refinancing may extend to or replacement, as the case may be, shall be limited cover any property not previously subject to all or a part of the property or Debt that secured the Lien so extended, being renewed or replaced refinanced;
(and i) assumed by Borrower or its Subsidiaries or any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization BondsHoldco Entity in connection with an Acquisition; provided, furtherthat such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those acquired, that no Lien and the applicable Debt is permitted under the foregoing clauses by Section 6.02(i);
(j) (i) through existing on the Amendment No. 2 Closing Date and listed on Schedule 6.01 attached hereto and (xiii) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations Liens in favor of the Borrower Parent or any of its Subsidiaries that are not Loan Parties (or any assignee or successor thereto that is an Affiliate of the Parent) securing certain obligations owing to the Parent or any of its Subsidiaries that are not Loan Parties (or such Affiliate assignee or successor) similar to those obligations owing under the Pipelines and Terminals Agreements so long as such Liens are subordinated to the Liens on the same assets securing the Obligations on terms not less advantageous to the Administrative Agent and the Lenders and similar to those contained in the LC Issuing Banks hereunder are simultaneously Subordination, Non-Disturbance and ratably Attornment Agreement executed by the Administrative Agent and HollyFrontier Corporation as of July 8, 2005, in each case, including any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted by Section 6.02;
(k) securing Debt permitted under Section 6.02(k); and
(l) on cash and Liquid Investments securing Swap Contracts between the Borrower or any of its Subsidiaries or any Holdco Entity and any Person who is not a Lender or an Affiliate of a Lender party to such Lien pursuant Swap Contract; provided the aggregate amount of cash and/or Liquid Investments subject to documentation satisfactory to the Lenderssuch Liens may at no time exceed $25,000,000.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (HF Sinclair Corp)
Liens, Etc. Create The Partnership will not create or suffer to exist exist, or permit any Lien of its Subsidiaries to create or suffer to exist, any Lien, upon or with respect to any of its properties (includingproperties, without limitationwhether now owned or hereafter acquired, any shares of any class of equity security of or assign, or permit any of its Significant Subsidiaries)Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, unless the Partnership's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt, other than: ; provided however that the foregoing restriction shall not apply to the following Liens which are permitted:
(i) set-off rights, arising by operation of law or under any contract entered into in the ordinary course of business, and bankers' Liens, Liens in existence on the date of this Agreement; carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law;
(ii) Liens for taxes, assessments or governmental charges or levies in favor of the United States of America to secure amounts paid to the extent not past duePartnership or any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to the performance of such government contracts;
(iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the execution or which other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith in by appropriate proceedings diligently conducted proceedings, and for which the Borrower has provided adequate reserves for the payment thereof in accordance with GAAP; (iii) pledges or deposits in the ordinary course that any such judgment does not constitute an Event of business to secure obligations under worker’s compensation laws or similar legislation; Default;
(iv) other pledges or deposits in Liens on accounts receivable resulting from the ordinary course sale of business such accounts receivable;
(v) Liens on assets of any Subsidiary of the Partnership existing at the time such Person becomes a Subsidiary (other than for borrowed monies) that, any such Lien created in the aggregate, are not material to the Borrower; contemplation of becoming a Subsidiary);
(vvi) purchase money mortgages or other liens or purchase money security interests Liens upon or in any property acquired or held by the Borrower Partnership or any Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such propertyproperty (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising the interest of the lessor thereof in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; any property that is subject to a Capital Lease;
(vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, other than Liens described in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) aboveand in clause (ix), provided that to secure Debt not in excess of $5,000,000 principal amount at any time outstanding;
(viii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of indebtedness secured thereby any such Debt shall not exceed the principal amount increase as a result of indebtedness so secured at the time of any such extension, renewal or replacement and that (y) Liens resulting from any such extension, renewal or replacement, as replacement shall cover only such property which secured the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so is being extended, renewed or replaced replaced; and
(and any improvements on such property); and (xiix) Liens on rights or other property purported to be transferred to any of the issuer of Eligible Securitization Bonds or another entity properties described in Exhibit F hereto to secure Eligible Securitization Bonds; providedDebt, further, provided that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares amount of any class of equity security of any Significant Subsidiary unless the obligations such Debt does not exceed 100% of the Borrower to fair market value of the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured property encumbered by such Lien pursuant to documentation satisfactory to at the Lenderstime such Debt is incurred.
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Liens, Etc. Create No Loan Party shall create, assume, incur, or suffer to exist any Lien upon or with respect to exist, nor permit any of its properties (includingSubsidiaries to create, without limitationassume, incur, or suffer to exist, any shares of any class of equity security Lien on or in respect of any of its Significant SubsidiariesProperty (including any right to receive income) whether now owned or hereafter acquired, except that such Person may create, incur, assume, or suffer to exist:
(a) Liens granted pursuant to the Security Instruments and securing the Secured Obligations;
(b) Liens on equipment, fixtures and other personal Property securing Indebtedness permitted under Section 6.02(b), in each case to secure or provide for the payment of Debt, other than: ; provided that (i) such Liens in existence on shall be created within 90 days of the date acquisition, repair, improvement or lease, as applicable, of this Agreement; the related Property, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness; provided that such Property may be cross-collateralized with respect to a master lease agreement or similar purchase money financing provided by the same Person that is the holder of the Indebtedness with respect to such Property, (iii) the principal amount of Indebtedness secured thereby is not increased (other than in respect of any permitted cross-collateralization described in clause (ii) above) except by an amount equal to any financing for interest thereon, and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable) together with any financing for interest thereon;
(c) Liens for taxesTaxes, assessments or and other governmental charges or levies (excluding any Lien imposed pursuant to any of the extent provisions of ERISA or Environmental Laws) (i) not past dueyet due or as to which the period of grace (not to exceed sixty (60) days), if any, related thereto has not expired or (ii) which are being contested in good faith in and by appropriate proceedings diligently conducted if adequate reserves are maintained to the extent required by GAAP;
(d) liens of materialmen, mechanics, carriers, warehousemen, processors, repairmen, suppliers, workers, or landlords for labor, materials, supplies, rentals or other like liens, in each case, in the ordinary course of business, in each case, of which is in respect of obligations that (i) are not overdue for a period of more than the longer of thirty (30) days or the grace period therefor or (ii) are being contested in good faith and for which by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;
(e) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Indebtedness and that are taken into account in computing the net revenue interests and working interests of the Borrower has provided adequate reserves for or any of its Subsidiaries warranted in the payment thereof Security Instruments or in accordance with GAAP; this Agreement;
(iiif) deposits or pledges of cash or deposits cash equivalents made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation laws workers’ compensation, unemployment insurance and other types of social security or similar legislation, old age pension or public liability obligations, statutory obligations, regulatory obligations, surety and appeal bonds (other than bonds related to judgments or litigation), government contracts, trade contracts, performance and return of money bonds, and bids and other obligations of a like nature incurred in the ordinary course of business, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof;
(g) Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing or deferred production agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, division orders, contracts for the sale, transportation or exchange of oil and natural gas, area and mutual interest agreements, marketing agreements, processing agreements, net profit agreements, development agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements, in each case, (i) that are customary in the oil, gas and mineral production business, and (ii) that are entered into by the Borrower or any Subsidiary in the ordinary course of business; provided that, in any event, (ivw) if such Liens could have the effect of reducing net revenue interests or increasing working interests of the Borrower without a corresponding increase in the net revenue interest in such Oil and Gas Property or any of its Subsidiaries from such values set forth in the Engineering Report delivered for the most recent Borrowing Base redetermination (scheduled or otherwise), then the Borrower shall have provided to the Administrative Agent written notice of such Liens within 30 days of the incurrence of such Liens accompanied by a Responsible Officer’s certification and calculation of the adjusted net revenue interests and working interests after taking into account such Liens, (x) such Liens secure amounts that are not yet overdue or are being diligently contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor, (y) such Liens are limited to the assets that are the subject of such agreements, and (z) such Liens shall not be in favor of any Person that is an Affiliate of a Loan Party;
(h) easements, servitudes, permits, conditions, covenants, exceptions, rights-of-way, zoning restrictions, and other pledges similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of the Borrower or deposits any Subsidiary or materially detract from the value or use of the Property to which they apply;
(i) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to Operating Leases entered into in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by of the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; and its Subsidiaries;
(vii) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens of a collecting bank arising in the ordinary course of business for sums not yet due or currently being contested under Section 4-210 of the Uniform Commercial Code in good faith by appropriate proceedings diligently conducted; effect in the relevant jurisdiction and (viiii) attachment, judgment or other similar Liens arising of any depositary bank in connection with court proceedingsstatutory, provided that such Lienscommon law and contractual rights of set-off and recoupment with respect to any Deposit Account of the Borrower or any Subsidiary thereof;
(k) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries or (ii) secure any Indebtedness;
(l) Liens securing judgments for the payment of money not constituting an Event of Default;
(m) Liens on xxxx xxxxxxx money deposited pursuant to the terms of an agreement to acquire assets used in, or Persons engaged in, the oil and gas business, as permitted by this Agreement;
(n) licenses of intellectual property, none of which, in the aggregate, shall interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries;
(o) Liens on cash or cash equivalents in favor of Bank of America, N.A. to secure Banking Services Obligations; provided that the aggregate amount of such cash and cash equivalents may not exceed $25,000,000 at 126,000;
(p) Liens securing Second Lien Debt incurred by any one time outstanding; Loan Party and permitted under Section 6.02(c), to the extent subject to the Intercreditor Agreement;
(viiiq) Liens on the assets Equity Interests of joint ventures and rights related to such Equity Interests;
(r) Liens on the proceeds of insurance policies and unearned or refunded premiums securing Indebtedness owed to insurance companies related to policies required to be transferred pursuant to maintained by the ITC Transaction or the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction Loan Documents and securing Debt incurred the Indebtedness permitted under Section 6.02(m); and
(s) Liens securing obligations or Indebtedness not in connection with the ITC Transaction, (ix) other Liens not otherwise referred to excess of $10,000,000 in the foregoing clauses (i) through (viii) above, aggregate at any time; provided that such Liens, Liens do not encumber any Oil and Gas Properties or Oil and Gas Related Properties evaluated in determining the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersBorrowing Base.
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Liens, Etc. Create Create, incur, assume or suffer to exist ------------- ---------- any Lien of any nature, upon or with respect to any of its properties (includingproperties, without limitationnow owned or hereafter acquired, or assign as collateral or otherwise convey as collateral, any shares of right to receive income, except that the foregoing restrictions shall not apply to any class of equity security of any of its Significant Subsidiaries), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for Liens:
Section 5.2.1.1. For taxes, assessments or governmental charges or --------------- levies to on property if the extent same shall not past dueat the time be delinquent or thereafter can be paid without penalty or interest, or which (if foreclosure, distraint, sale or other similar proceedings shall not have been commenced or if commenced not stayed, bonded or discharged within 30 days after commencement) are being contested in good faith in and by appropriate proceedings diligently conducted and for which the Borrower proper reserve or other provision has provided adequate reserves for the payment thereof been made in accordance with GAAP; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker’s compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not material and to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held extent required by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed GAAP;
Section 5.2.1.2. Imposed by law law, such as materialmen’s, mechanics’landlords', carriers’', workers’ --------------- warehousemen's and repairmen’s Liens mechanics' liens, bankers' set off rights and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with and to the extent required by GAAP;
Section 5.2.1.3. Arising in the ordinary course of business out of --------------- pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
Section 5.2.1.4. Arising from or upon any judgment or award, --------------- provided that such judgment or award is being contested in good faith by appropriate proper appeal proceedings diligently conducted; and only so long as execution thereon shall be stayed;
Section 5.2.1.5. Those set forth on Exhibit 1.8 to the --------------- ----------- Disclosure Letter, and renewals, extensions and refundings thereof (vii) attachment, judgment so long as the Lien is not extended to other property);
Section 5.2.1.6. Those now or hereafter granted pursuant to the --------------- Security Documents or otherwise now or hereafter granted to the Agent for the benefit of the Lenders as collateral for the Loans and/or Borrower's other similar Liens Obligations arising in connection with court proceedingsor under any of the Financing Documents;
Section 5.2.1.7. Deposits to secure the performance of bids, provided that such Liens--------------- trade contracts (other than for Borrowed Money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of the Borrower's or any Subsidiary's business;
Section 5.2.1.8. Easements, rights of way, restrictions and --------------- other similar encumbrances incurred in the ordinary course of business which, in the aggregate, shall are not exceed $25,000,000 at substantial in amount, and which do not in any one time outstandingcase materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by any Borrower or any Subsidiary;
Section 5.2.1.9. Liens securing Indebtedness permitted to exist --------------- under Section 5.2.8.3; (viii) Liens on provided that the assets Lien securing any such Indebtedness is --------------- limited to be transferred the item of property purchased or leased in each case;
Section 5.2.1.10. UCC-1 financing statements filed solely for ---------------- notice or precautionary purposes by lessors under operating leases which do not secure Indebtedness and which are limited to the items of equipment leased pursuant to the ITC Transaction lease in question; and
Section 5.2.1.11. Liens existing on property at the time it is ---------------- acquired by the Borrower or the equity interests of any Subsidiary in a permitted Acquisition so long as the Indebtedness secured thereby or such Lien was not created in anticipation of such Permitted Acquisition and so long as such Lien does not attach to or encumber any other property of the Borrower formed for purposes of consummating the ITC Transaction and securing Debt incurred in connection with the ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at or any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (xi) shall be placed upon any shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and the LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the LendersSubsidiary.
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