Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and (v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $10,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection on property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that no such Lien shall Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover any assets other than those of the assets subject Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,
(v) attachment or judgment Liens not constituting an Event of Default,
(vi) banker’s liens, rights of setoff and similar Liens with respect to such Capitalized Leasescash and cash equivalents on deposit in one or more bank accounts in the ordinary course of business,
(vii) Liens in favor of collecting banks pursuant to Section 4-208 and Liens in favor of a buyer of goods arising pursuant to Section 2-711 of the applicable Uniform Commercial Code,
(viii) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement,
(ix) other Liens securing Debt or Hedge Agreements in an aggregate principal amount not to exceed $5,000,000 at any time outstanding, and
(vi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: Credit Agreement (Tc Pipelines Lp)
Liens, Etc. Create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Lien on lien, security interest or other charge or encumbrance (“Lien”) upon or with respect to any of its propertiesproperties (other than Margin Stock), whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person or entity, other than:
than (i) Permitted Liens,
Liens securing Debt which in the aggregate principal amount does not exceed $500,000,000, outstanding at any time, (ii) purchase money Liens upon granted by any Consolidated Subsidiary as security for any Debt owing to the Company or in to a Wholly-Owned Consolidated Subsidiary, (iii) Liens securing Debt permitted by Section 5.02(d)(iii); provided that (x) such Lien shall not apply to any real other property or equipment acquired assets of the Company or held by Paxar or any its Consolidated Subsidiaries and (y) such Lien shall not have been incurred in anticipation of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such Subsidiary, (iv) Liens securing Debt assumed in connection with the acquisition of any property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than assets and 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal renewal, refinancing or replacement shall extend to thereof in whole or cover any properties in part; provided that such renewal, refinancing or replacement does not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of increase the aggregate principal amount of the indebtedness secured by the Liens referred such Debt (except for increases in an amount not to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date accrued interest, premium, fees and described on Schedule 5.02(a) hereto,
(iv) Liens arising expenses in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(Ctherewith); provided further that no (x) such Lien shall extend not apply to any other property or cover any assets other than of the assets subject to Company or its Consolidated Subsidiaries and (y) such Capitalized Leases, and
Lien shall not have been incurred in anticipation of such acquisition and (v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or Liens in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) favor of the Debt secured thereby.Agent, any Issuing Bank or any Bank pursuant to the Loan Documents;
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, assign or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcept:
(i) Permitted Liens,Liens created under the Loan Documents or in respect of the 364- Day Revolving Credit Facility (provided that all obligations of the Loan Parties under all of the foregoing shall be ratably secured);
(ii) Permitted Liens;
(iii) Liens described on Schedule 5.02(a) hereto;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentequipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition or within 180 days following such acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)Leases; provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vA) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event, (B) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Parent or any of it Subsidiaries in accordance with Section 5.02(c) and not created in contemplation of such event and (C) any Lien existing on any asset prior to the acquisition thereof by the Parent or any of its Subsidiaries and not created in contemplation of such acquisition;
(vii) Liens securing obligations under credit default swap transactions determined by reference to, or Contingent Obligations in respect of, Debt issued by the Parent or one of its Subsidiaries; such Debt not to exceed an aggregate principal amount of $550,000,000;
(viii) Liens arising in the ordinary course of its business which (A) do not secure Debt and (B) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(ix) Liens on cash and Approved Investments securing Hedge Agreements arising in the ordinary course of business;
(x) other Liens securing Debt or other obligations outstanding in an aggregate principal or face amount not to exceed at any time 5% of Consolidated Net Worth;
(xi) Liens consisting of deposits made by the Parent or any insurance Subsidiary with any insurance regulatory authority or other statutory Liens or Liens or claims imposed or required by applicable insurance law or regulation against the assets of the Parent or any insurance Subsidiary, in each case in favor of policyholders of the Parent or such insurance Subsidiary or an insurance regulatory authority and in the ordinary course of the Parent's or such insurance Subsidiary's business;
(xii) Liens on Investments and cash balances of the Parent or any insurance Subsidiary (other than capital stock of any Subsidiary) securing obligations of the Parent or any insurance Subsidiary in respect of (i) letters of credit obtained in the ordinary course of business and/or (ii) trust arrangements formed in the ordinary course of business for the benefit of cedents to secure reinsurance recoverables owed to them by the Parent or any insurance Subsidiary;
(xiii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount (other than in respect of fees, expenses and premiums, if any) or change in any direct or contingent obligor) of the Debt secured thereby;
(xiv) Liens securing obligations owed by any Loan Party to any other Loan Party or owed by any Subsidiary of the Parent (other than a Loan Party) to the Parent or any other Subsidiary;
(xv) Liens incurred in the ordinary course of business in favor of financial intermediaries and clearing agents pending clearance of payments for investment or in the nature of set-off, banker's lien or similar rights as to deposit accounts or other funds;
(xvi) judgment or judicial attachment Liens, provided that the enforcement of such Liens is effectively stayed; and
(xvii) Liens arising in connection with Securitization Transactions; provided that the aggregate principal amount of the investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions shall not exceed U.S.$250,000,000.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a4.01(j) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted any court action or other legal proceeding so long as no Default under Section 5.02(d)(iii)(C); provided that no such Lien shall extend 6.01(f) has occurred and is continuing,
(v) other Liens securing Debt in an aggregate principal amount not to or cover exceed $25,000,000 at any assets other than the assets subject to such Capitalized Leasestime outstanding, and
(vvi) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: Credit Agreement (Bausch & Lomb Inc)
Liens, Etc. Create or suffer to exist, or permit any of its --------- Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person other than:
than (i) Permitted Liens,
Liens in favor of the Bank; (ii) Liens reflected on the financial statements referred to in Section 5.01(e) hereof and other Liens existing on the date hereof and set forth in Schedule 6.02(d) hereto; (iii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or property: (iv) Liens existing on such property acquired by the Borrower or equipment at the time any Subsidiary, and all refundings and extensions 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredLiens, and no such extension(v) Liens, renewal or replacement shall extend deposits and/or pledges made to or cover any properties not theretofore subject to secure the Lien being extended, renewed or replaced, performance of operating leases; provided further that the principal amount of the indebtedness Debt secured by a any such Lien referred to in this clause (ii) permitted hereunder shall not exceed $500,000an 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 further that the sum none of such liens or security interests shall extend to other assets of the aggregate Borrower or its Subsidiaries. The Bank acknowledges that (A) Suburban has an existing first mortgage indenture encumbering substantially all of its assets to secure two series (A and B) of first mortgage bonds and that Suburban proposes to issue a third series (C) of first mortgage bonds in a principal amount of the indebtedness secured by the Liens referred $8,000,000 and (B) NMUI has an existing first mortgage indenture encumbering substantially all of its assets to secure its Series A first mortgage bonds and proposes to issue Series B bonds in this clause (ii) plus the aggregate a principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby$4,000,000.
Appears in 1 contract
Liens, Etc. Create or suffer permit to exist, exist or permit any of its Subsidiaries Subsidiary to create or suffer permit to existexist any Liens (including, with respect to the Collateral, any Lien subordinate to the Security Interest) on any of its property or assets, real or personal, except the following (the following being sometimes in this Agreement collectively referred to as the "Permitted Liens"):
(a) the Security Interest;
(b) liens for taxes either not yet delinquent or being contested in accordance with the provisions of Section 7.06;
(c) materialmen's, mechanics', workmen's, repairmen's, vendor's, employees' or other like liens arising in the ordinary course of business for amounts the payment of which shall not be delinquent, or which shall have been bonded, or the enforcement of which shall have been suspended (but then only for the duration of such suspension);
(d) liens arising out of judgments or awards against the Company or a Subsidiary (provided, however, that any such lien is discharged within 60 days after entry, or that the Company or such Subsidiary at the time shall in good faith be prosecuting an appeal or proceedings for review of such judgment or award and a stay of execution shall have been granted pending such appeal or proceedings, or that such lien shall have been bonded);
(e) leases of the Aircraft permitted by Section 8.15 and leases, other than Capital Leases, of any Aviation Unit not constituting a portion of the Aircraft;
(f) liens created by statute or lease agreement in favor of the landlord, as such, of any land upon which any portion of the Collateral is or may be located, which liens arise in the ordinary course of business and secure amounts the payment of which shall not be delinquent; provided, however, that any such lien created by or in respect of (i) any lease agreement executed and delivered after February 1, 1983 or (ii) any extension or renewal of any lease agreement in force and effect on February 1, 1983, which extension or renewal is effected pursuant to the exercise by the Company or any Affiliate after February 1, 1983 of an option to extend or renew any such lease agreement (other than by way of failure to terminate any lease agreement containing provisions for automatic extension or renewal), shall not be permitted under this Section 8.05 unless, by contract or by operation of law, such lien shall be junior and subordinate to the Security Interest;
(g) liens described on Schedule II attached hereto, provided that as long as this Agreement shall remain in effect, (i) the Indebtedness secured by such liens shall not increase in amount or in the actual or implicit interest rate payable thereon and shall not have the maturity of any principal payment due thereunder shortened and (ii) no such lien shall extend to or cover any property other than the property subject to such lien on March 31, 1997; and
(h) a lien in favor of Fleet Credit Corporation, solely with respect to that certain Sikorsky S-76 helicopter, not constituting a portion of the Aircraft, provided, however, that the value of said Aviation Unit, including its engine, shall not exceed $950,000, said value to be determined in the manner provided herein for the determination of "Appraised Value," notwithstanding that the subject Aviation Unit does not constitute a portion of the Aircraft. The Company covenants that if it or any Subsidiary shall create or assume any mortgage, pledge, security interest, encumbrance, lien or charge of any kind upon any of its propertiesproperty or assets, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) than Permitted Liens,
(ii) purchase money Liens upon , it will make or in cause to be made effective provisions whereby the Notes will be secured by such mortgage, pledge, security interest, encumbrance, lien or charge equally and ratably with any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (and all other than Indebtedness thereby secured as long as 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, 53 47 however, that no such Lien other Indebtedness shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebybe so secured.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, or assign any right to receive income, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Company or any Subsidiary of its Subsidiaries the Company in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection on property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that no such Lien shall Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover any assets other than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary,
(v) Liens securing Debt incurred by the Company or its Subsidiaries in connection with a financing or similar transaction based on accounts receivable (including any Receivables Securitization),
(vi) Liens on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the assets subject of such Telco,
(vii) Liens on real property securing Debt and other obligations in an aggregate principal amount not to such Capitalized Leasesexceed $1,000,000,000 at any time outstanding,
(viii) other Liens securing Debt and other obligations in an aggregate principal amount not to exceed at any time outstanding ten percent of Net Tangible Assets, and
(vix) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(ia) Permitted Liens,;
(iib) purchase money Liens upon or in any real property Property or equipment goods acquired or held by Paxar any of the Companies or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property Property or equipment goods or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property real Property or equipmentgoods, or Liens existing on such property real Property or equipment goods 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 propertyProperty) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property Property or equipment goods being acquiredacquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Indebtedness secured by the Liens referred to in this clause (iib) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed $150,000,000 (for the amount specified therefor purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 5.02(d)(iii)(C9-102(44) at any time outstanding,of the Uniform Commercial Code as in effect in the State of New York);
(iiic) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a6.2.2(c) hereto,;
(ivd) Liens arising in connection on (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)any of the Companies or any Material Subsidiary of any of the Companies or becomes a Material Subsidiary of any of the Companies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that no such Lien shall Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to or cover any assets other than those of the assets subject to Person so merged into or consolidated with any of the Companies or such Capitalized Leases, andSubsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary;
(ve) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed at any time outstanding the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of the Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment;
(f) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries;
(g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiic) or (d) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt Indebtedness or other obligation secured thereby;
(h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of 5% of the Consolidated shareholders’ equity of Harley as shown on the then most recent annual Consolidated financial statements of Harley;
(i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2; and
(j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement.
Appears in 1 contract
Liens, Etc. Create The Company shall not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,;
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Company or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such real property or equipment, or Liens existing on such real 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 real property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties assets of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens Lien referred to in this clause paragraph (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor $125,000,000 (or its equivalent in Section 5.02(d)(iii)(Canother currency or currencies) at any time outstanding,;
(iii) Liens on assets of a Person (including the Palate Acquired Business) 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 existing on were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Effective Date and described on Schedule 5.02(a) hereto,Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary;
(iv) other Liens arising securing Debt or other obligations in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount at any time outstanding not to exceed the greater of (x) $250,000,000 (or cover any assets other than the assets subject to such Capitalized Leases, andits equivalent in another currency or currencies) and (y) 15% of Consolidated Net Tangible Assets;
(v) the replacement, extension or renewal of any Lien permitted by clause paragraph (iii) above upon or in the same property theretofore subject thereto or the above, provided that such replacement, extension or renewal (without increase in shall not extend to or cover any assets not subject to the Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount or change in any direct or contingent obligor) of the Debt secured therebythereby shall not increase as a result of such replacement, extension or renewal;
(vi) any Liens or pledges for the benefit of the Company or any of its Subsidiaries arising by reason of deposits to qualify the Company or any of its Subsidiaries to maintain self-insurance;
(vii) any Lien with respect to judgments and attachments that do not result in an Event of Default;
(viii) Liens or assignments of accounts receivable arising in the ordinary course of business under supply chain financing arrangements;
(ix) Liens existing on the date of this Agreement granted by the Company or any of its Subsidiaries and securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a); and
(x) any Liens arising in connection with customary escrow arrangements with lenders and other financing sources or any agent with respect to Debt to fund the Palate Acquisition pending consummation of the Palate Acquisition.
Appears in 1 contract
Samples: Term Loan Credit Agreement (International Flavors & Fragrances Inc)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create create, assume, incur, or suffer to exist, any Lien on or with in respect to of any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, other thanexcept that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist:
(a) Liens securing the Obligations;
(b) Liens securing Debt permitted under Section 6.02(f) provided, that, the Debt secured by such Liens (i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt was incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at and does not exceed the time of its acquisition (other than any such Liens created in contemplation aggregate purchase price of such acquisition that were equipment and the obligations incidental thereto, (ii) is secured only by such equipment and not incurred to finance the acquisition of such property) or extensions, renewals or replacements of by any other assets of the foregoing Borrower and its Subsidiaries, and (iii) is not increased in amount;
(c) 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 may be required by GAAP shall have been made therefor;
(d) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction, or similar Liens arising by operation of law in the same ordinary course of business in respect of obligations that are not yet due or a lesser amountthat are being contested in good faith by appropriate proceedings, provided, 53 47 howeverthat, such reserve as may be required by GAAP shall have been made therefor;
(e) Liens to operators and 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 burdens on or deductions from the proceeds of production, that no such Lien shall extend do not secure Funded Debt 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 cover statutory obligations of the Borrower;
(h) Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, 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 properties of any character other than its Subsidiaries warranted in the real property or equipment being acquiredSecurity Instruments, 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, provided further extent that the principal amount of the indebtedness secured by a 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, 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; and
(j) Liens described in Schedule 4.05.
(k) Liens securing surety or other bonds permitted by Section 6.02(c); and
(l) Liens not otherwise permitted in this Section 6.01; provided, that, (i) the Debt secured by such Liens is permitted under Section 6.02 (other than clause (g) thereof), (ii) the aggregate amount of such Debt shall not exceed $500,0005% of the Present Value then in effect, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) at all times other than during the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that Release Period, no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyencumbers Collateral.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred or guaranteed solely for the purpose of financing the acquisition of such property or equipmentproperty, 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 propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired (and related property and proceeds thereof), except that separate financing provided by one Person and its affiliates may be cross-collateralized so long as all such financings are permitted hereunder (it being understood that a Lien covering all assets of a particular type, such as “all inventory” may cover additional assets of the relevant type), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (except to the extent permitted above), provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding$100,000,000,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens on (or assignments of) property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Material Subsidiary of the Borrower or becomes a Material Subsidiary of the Borrower; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,
(v) other Liens or assignments securing Debt and other obligations in an aggregate principal amount not to exceed, at the time of incurrence, the greater of (A) $100,000,000 and (B) 2.5% of the Borrower’s consolidated total assets determined as of the date of the most recently delivered financial statements pursuant to Section 5.01(h),
(vi) Liens or assignments arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)a Permitted Receivables Financing,
(vii) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business, and other similar Liens that, in the aggregate, do not materially detract from the value of the same or interfere with the ordinary conduct of the business of the Borrower or its Material Subsidiaries,
(viii) Liens (x) arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts, securities accounts or other funds maintained with a creditor depository institution; provided that no (i) such account is not a dedicated cash collateral account and is not subject to restriction against access by the Borrower or a Subsidiary in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve, and (ii) such account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution, (y) in the ordinary course of business in connection with intercompany cash pooling, interest set-off and/or sweeping arrangements and (z) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection,
(ix) Liens on the property of the Borrower or any Material Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, and statutory obligations, (ii) contingent obligations on surety, performance and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate action, which action has the effect of preventing the forfeiture or sale of the property subject thereto,
(x) Liens securing reimbursement obligations incurred in the ordinary course of business for letters of credit, which Liens encumber only goods, or documents of title covering goods, which are purchased in transactions for which such letters of credit are issued,
(xi) Liens securing obligations in respect of capital leases, in each case on assets subject to such leases and documents directly related thereto, provided that such leases are otherwise permitted hereunder,
(xii) any extension, refinancing, renewal, substitution or replacement of or for any of the foregoing Liens to the extent that the aggregate principal amount of the indebtedness or other obligation or liability secured by the applicable Lien shall not be increased; provided that the Lien securing such indebtedness or other obligation or liability shall not extend to or cover additional assets (it being understood that a Lien covering all assets of a particular type, such as “all inventory”, may cover additional assets of the relevant type),
(xiii) attachments, appeal bonds, judgments and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default;
(xiv) Liens arising under or pursuant to any Loan Document,
(xv) Liens on assets other than the assets subject to such Capitalized Leasespledged in respect of defeased indebtedness, and
(vxvi) Liens on proceeds of any of the replacement, extension or renewal assets permitted to be the subject of any Lien or assignment permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebythis Section 5.02(a).
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries subsidiaries to create or suffer to exist, any Lien on lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries subsidiaries to assign, any right to receive income, in each case to secure any Debt of any person or entity, other than:
than (i) Permitted Liens,
(ii) purchase money Liens liens or purchase money security interests upon or in any real property or equipment acquired or held by Paxar the Issuer or any of its Subsidiaries subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt indebtedness incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, or Liens (ii) liens or security interests existing on such property or equipment at the time of its acquisition (other than any such Liens lien or security interest 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, or (iii) liens or security interests that arise in connection with the proceedings referred to in clauses (B) and (C) of Section 2.01(f)(i); provided, 53 47 however, that (A) no such Lien lien or security interest referred to in clauses (i) and (ii) above shall extend to or cover any properties of any character other than the real property or equipment being acquired, and (B) no such extension, renewal or replacement referred to in clauses (i) and (ii) above shall extend to or cover any properties not theretofore subject to the Lien lien or security interest being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (iiC) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens liens or security interests referred to in this clause clauses (i) and (ii) plus above shall not exceed $2,000,000 (or its equivalent in foreign currency) at any time outstanding, and (D) the aggregate principal amount of amounts in dispute in the indebtedness secured by the Liens proceedings referred to in clause (iviii) below above shall not exceed the amount specified therefor amounts referred to in clauses (B) and (C) of Section 5.02(d)(iii)(C2.01(f)(i) at any time outstanding,
(iii) and the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than aggregate value of the assets that are subject to liens or security interests in respect of such Capitalized Leases, and
proceedings shall not exceed $3,000,000 (v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or its equivalent in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyforeign currency).
Appears in 1 contract
Liens, Etc. Create It will not create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(i) Permitted Liens,;
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Company or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred or guaranteed solely for the purpose of financing the acquisition of such property or equipmentproperty, 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 propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired (and related property and proceeds thereof), except that separate financing provided by one Person and its affiliates may be cross-collateralized so long as all such financings are permitted hereunder (it being understood that a Lien covering all assets of a particular type, such as “all inventory” may cover additional assets of the relevant type), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (except to the extent permitted above), provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus shall not exceed, at the aggregate principal amount time of incurrence, the greater of (A) $100,000,000 and (B) 2.5% of the indebtedness secured by Company’s consolidated total assets determined as of the Liens referred date of the most recently delivered financial statements pursuant to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,5.08;
(iii) the Liens existing on the Effective Date and as described on Schedule 5.02(a) 6.01 hereto,;
(iv) Liens on (or assignments of) property of a Person existing at the time such Person is merged into or consolidated with the Company or any Material Subsidiary of the Company or becomes a Material Subsidiary of the Company; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary;
(v) other Liens or assignments securing Debt and other obligations in an aggregate principal amount not to exceed, at the time of incurrence, the greater of (A) $100,000,000 and (B) 2.5% of the Company’s consolidated total assets determined as of the date of the most recently delivered financial statements pursuant to Section 5.08;
(vi) Liens or assignments arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)a Permitted Receivables Financing;
(vii) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business, and other similar Liens that, in the aggregate, do not materially detract from the value of the same or interfere with the ordinary conduct of the business of the Company or its Material Subsidiaries;
(viii) Liens (x) arising solely by virtue of any statutory or common law provision or, in the case of German bank accounts maintained in the ordinary course of business, pursuant to the general terms and conditions of banks, relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts, securities accounts or other funds maintained with a creditor depository institution; provided that no (i) such account is not a dedicated cash collateral account and is not subject to restriction against access by the Company or a Subsidiary in excess of those set forth by regulations promulgated by the Board, and (ii) such account is not intended by the Company or any Subsidiary to provide collateral to the depository institution, (y) in the ordinary course of business in connection with intercompany cash pooling, interest set-off and/or sweeping arrangements and (z) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(ix) Liens on the property of the Company or any Material Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, and statutory obligations, (ii) contingent obligations on surety, performance and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate action, which action has the effect of preventing the forfeiture or sale of the property subject thereto;
(x) Liens securing reimbursement obligations incurred in the ordinary course of business for letters of credit, which Liens encumber only goods, or documents of title covering goods, which are purchased in transactions for which such letters of credit are issued;
(xi) Liens securing obligations in respect of capital leases, in each case on assets subject to such leases and documents directly related thereto, provided that such leases are otherwise permitted hereunder;
(xii) any extension, refinancing, renewal, substitution or replacement of or for any of the foregoing Liens to the extent that the aggregate principal amount of the indebtedness or other obligation or liability secured by the applicable Lien shall not be increased; provided that the Lien securing such indebtedness or other obligation or liability shall not extend to or cover additional assets (it being understood that a Lien covering all assets of a particular type, such as “all inventory”, may cover additional assets of the relevant type);
(xiii) attachments, appeal bonds, judgments and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default;
(xiv) Liens arising under or pursuant to any Loan Document;
(xv) Liens on assets other than the assets subject to such Capitalized Leases, pledged in respect of defeased and/or discharged indebtedness; and
(vxvi) Liens on proceeds of any of the replacement, extension or renewal assets permitted to be the subject of any Lien or assignment permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebythis Section 6.01.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties (other than, in the case of the Borrower, the Borrower's treasury stock), whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive incomeincome in order to secure Debt, other than:
(iA) Permitted LiensLiens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business,
(ii) purchase money Liens upon or in any real property property, assets or equipment stock acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such property whether incurred prior or equipmentsubsequent to such acquisition or construction, or Liens existing on such property or equipment at the time of its acquisition 63 - 59 - (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, provided that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) Liens securing Debt, judgments and ERISA claims existing on the date hereof and identified on Schedule 1, and other Liens existing on the Effective Date and described on Schedule 5.02(a) heretodate hereof,
(iv) other Liens arising or assignments in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount at any time outstanding not to or cover any assets other than the assets subject to such Capitalized Leases, andexceed 10% of Consolidated Net Tangible Assets,
(v) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt amount secured thereby., and
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcluding, however, from the operation of the foregoing restrictions the following:
(i) Permitted Liens,;
(ii) Liens granted pursuant to any Loan Document;
(iii) Liens on deposit accounts of the Parent and its Subsidiaries in respect of their cash pooling operations;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such property or equipment, or Liens existing on any 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, ; and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iiiv) plus and clause (v) below shall not exceed $100,000,000 at any time outstanding;
(v) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Parent or any Subsidiary of the Parent or becomes a Subsidiary of the Parent; provided that such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with the Parent or such Subsidiary or acquired by the Parent or such Subsidiary; provided, further, that the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (v) and clause (iv) below above shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivvi) Liens arising in connection with Capitalized Leases pursuant to one or more securitization programs permitted under pursuant to Section 5.02(d)(iii)(C5.02(c)(ii); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vvii) the replacement, extension or renewal of any Lien permitted by clause clauses (iiiiv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in addition of any direct or contingent obligor) of the Debt secured thereby;
(viii) Liens existing as of the Effective Date as described on Schedule 5.02(a);
(ix) Liens which are floating charges under English law in the form of an "industry standard" granted by Invesco Perpetual Life Limited ("IPLL") on its revolving business assets (without attaching to any particular asset until the floating charge crystallises on insolvency events which will result in steps being taken to make payment of a dividend to creditors or where the reinsurance creditor reasonably considers this may happen) to reinsurance creditors to support the obligations of IPLL thereto under reinsurance contracts and limited in the amount secured to the amount which would have been recoverable had the secured amount been an unsecured debt owed to a direct policy holder of IPLL;
(x) Liens to secure Subsidiary Non-Recourse Debt, provided that no such Lien shall extend to or cover any properties or assets other than the property or assets being acquired with such Subsidiary Non-Recourse Debt and proceeds thereof; and
(xi) Liens on assets sold and leased back pursuant to sale and leaseback transactions permitted by Section 5.02(c)(vii).
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Liens, Etc. Create (i) Create, assume, incur or suffer to exist, or permit any of its Subsidiaries Subsidiary to create create, assume, incur, or suffer to exist, any Lien on upon any capital stock or with respect to any of its propertiesindebtedness, whether now owned or hereafter acquired, of any Subsidiary, to secure any Debt of the Borrower or assignany other Person (other than the Advances made hereunder), without in any such case making effective provision whereby all of the Advances made hereunder shall be directly secured equally and ratably with such Debt, excluding, however, from the operation of the foregoing provisions of this para graph (i) any Lien upon capital stock or indebtedness of any corporation existing at the time such corporation becomes a Subsidiary, or existing upon capital stock or indebtedness of a Subsidiary at the time of acquisition of such capital stock or indebtedness, and any extension, renewal, or replacement (or successive extensions, renewals, or replacements) in whole or in part of any such Lien; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal, or replacement; and; provided further that such Lien shall be limited to all or such part of the capital stock or indebtedness which secured the Lien so extended, renewed, or replaced;
(ii) create, assume, incur, or suffer to exist, or permit any of its Subsidiaries Restricted Subsidiary to assigncreate, assume, incur or suffer to exist, any right Lien upon any Principal Property, whether owned or leased on the date hereof or hereafter acquired, to receive incomesecure any Debt of the Borrower or any other Person (other than the Advances made hereunder), other than:without in any such case making effective provision whereby all of the Advances made hereunder shall be directly secured equally and ratably with such Debt, excluding, however, from the operation of the foregoing provisions of this paragraph (ii):
(iA) Permitted Liens,any Lien upon property owned or leased by any corporation existing at the time such corporation becomes a Restricted Subsidiary, so long as such Lien covers, either (x) the assets so encumbered immediately prior to an acquisition of the Restricted Subsidiary or (y) assets substituted for any assets described in clause (x) preceding (the "acquired assets"), so long as the approximate fair market value of the substituted assets does not exceed the approximate fair market value of the acquired assets for which the substitution is being made;
(iiB) purchase money Liens any Lien upon property existing at the time of acquisition thereof or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or equipment or to secure Debt incurred solely for the purpose of financing all or any part of the acquisition purchase price thereof, so long as such Lien is limited to the property so acquired;
(C) any Lien upon property to secure all or any part of the cost of exploration, drilling, development, construction, alteration, repair, or improvement of all or any part of such property or equipmentproperty, or Liens existing on such property or equipment Debt incurred prior to, at the time of, or within 180 days after, the completion of its acquisition such exploration, drilling, development, construction, alteration, repair, or improvement for the purpose of financing all or any part of such cost;
(other than D) any such Lien securing Debt of a Restricted Subsidiary owing to the Borrower or to another Restricted Subsidiary;
(E) any Lien existing on the date of execution of this Agreement and set forth on Schedule III hereto;
(F) Liens created in contemplation favor of Banks to secure the Obligation;
(G) any Liens securing Debt of the Borrower under the Other Credit Agreements, so long as the Banks are granted Liens of equal priority upon any property to which such acquisition that were not incurred to finance Liens under the acquisition of such propertyOther Credit Agreements attach; and
(H) any extension, renewal, or replacement (or successive extensions, renewals renewals, or replacements replacements) in whole or in part of any of Lien referred to in the foregoing for the same or a lesser amountclauses (A) to (G), inclusive; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness Debt secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below thereby shall not exceed the principal amount specified therefor in of Debt so secured at the time of such extension, renewal, or replacement; and; provided further that such Lien shall be limited to all or such part of the property which secured the Lien so extended, renewed, or replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this paragraph (ii), the Borrower may, and may permit any Restricted Subsidiary to, create, assume, incur, or suffer to exist any Lien upon any Principal Property which is not excepted by clauses (A) through (F), above, without equally and ratably securing the Advances; provided that the aggregate amount of Debt then outstanding secured by such Lien and all similar Liens does not exceed the greater of (i) $150,000,000, and (ii) 10% of the total consolidated stockholders' equity of the Borrower as shown on the most recently audited consolidated balance sheet required to be delivered to the Banks pursuant to Section 5.02(d)(iii)(C) at 5.01(b)(ii). For the purpose of this paragraph (ii), the following types of transactions shall not be deemed to create a Lien to secure any time outstanding,Debt:
(iiiA) the Liens existing on sale or other transfer of (y) any oil, gas, or minerals in place for a period of time until, or in an amount such that, the Effective Date and described on Schedule 5.02(apurchaser will realize therefrom a specified amount of money (however determined) hereto,or a specified amount of such oil, gas, or minerals, or (z) any other interest in property of the character commonly referred to as a "production payment"; and
(ivB) Liens arising any Lien in favor of the United States of America or any state thereof, or any other country, or any political subdivision of any of the foregoing, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute, or any Lien upon property of the Borrower or a Restricted Subsidiary intended to be used primarily for the purpose of, or in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)with, air or water pollution control; provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyBorrower or a Restricted Subsidiary.
Appears in 1 contract
Samples: 364 Day Competitive Advance/Revolving Credit Agreement (Union Pacific Resources Group Inc)
Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(ia) Permitted Liens,;
(iib) purchase money Liens (including Liens securing Capitalized Lease Obligations) upon or in any real property Property or equipment goods acquired or held by Paxar any of the Companies or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property Property or equipment goods or to secure Debt Indebtedness and/or other obligations incurred solely for the purpose of financing the acquisition of such property real Property or equipmentgoods, or Liens existing on such property real Property or equipment goods at the time of its acquisition 50 (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyProperty) or and extensions, renewals or replacements of any of the foregoing for to the same or a lesser amount, extent the principal amount secured is not increased; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property Property or equipment goods being acquiredacquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Indebtedness secured by the Liens referred to in this clause (iib) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the greater of (i) $150,000,000 and (ii) an amount specified therefor equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.02(d)(iii)(C5.1.5) as determined at any the time outstanding,of, and immediately after giving effect to, the incurrence of such Lien (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York);
(iiic) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a6.2.2(c) hereto,;
(ivd) Liens arising in connection on (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)any of the Companies or any Material Subsidiary of any of the Companies or becomes a Material Subsidiary of any of the Companies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that no such Lien shall Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to or cover any assets other than those of the assets subject to Person so merged into or consolidated with any of the Companies or such Capitalized Leases, andSubsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary;
(ve) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed the greater of (i) $250,000,000 and (ii) an amount equal to 2.5% of the Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment;
(f) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries;
(g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiic) or (d) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in to the extent the principal amount or change in any direct or contingent obligorsecured is not increased) of the Debt Indebtedness or other obligation secured thereby;
(h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien;
(i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2;
(j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement, and Liens on equity interests of joint ventures securing obligations of such joint ventures; and
(k) Liens on assets in order to secure defeased and/or discharged indebtedness.
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcept:
(i) Permitted Liens,Liens created under the Loan Documents;
(ii) Liens created under the First Lien Loan Documents;
(iii) Permitted Liens;
(iv) Liens existing on the date hereof and described on Schedule 5.02(a) hereto and extensions, renewals or replacements of any of the foregoing; provided that no such Lien shall encumber any additional property (other than (A) after-acquired property affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof);
(v) purchase money Liens upon or in any property (real property or equipment personal) acquired or held by Paxar such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentto be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replacedreplaced (other than (A) after-acquired property affixed or incorporated into the property covered by such Lien or financed by Debt permitted under Section 5.02(b), provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause and (iiB) shall not exceed $500,000, proceeds and products thereof); and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iiv) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in permitted under Section 5.02(d)(iii)(C5.02(b)(iii) at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivvi) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C5.02(b)(iv); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized LeasesLeases (other than (A) after-acquired property affixed or incorporated into the property covered by such Lien or financed by Debt permitted pursuant to Section 5.02(b) and (B) the proceeds and products thereof and accessions thereto);
(vii) Liens securing Debt permitted by Section 5.02(b) and on property existing at the time such Person became a Subsidiary; provided that such Liens existed prior to such Person becoming a Subsidiary or such Investment being made, were not created in anticipation thereof and attach only to specific assets of such Person and the proceeds and products thereof;
(a) leases, subleases, licenses and sublicenses granted to other Persons not interfering in any material respect with the ordinary course of the business of the Borrower or its Subsidiaries and (b) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of its Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(ix) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(x) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Parent or any Subsidiary, in each case granted in the ordinary course of business in favor of the bank or 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;
(xi) Licenses, sublicenses or grant of any other right of intellectual property granted by the Parent or any of its Subsidiaries in the ordinary course of business;
(xii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(xiii) Liens (a)(1) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in a Permitted Acquisition or in an Investment permitted pursuant to Section 5.02(f) to be applied against the purchase price for such Permitted Acquisition or such Investment and (2) consisting of an agreement to dispose of any property in a Disposition permitted under Section 5.02(e), in each case, solely to the extent such Permitted Acquisition, Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien and (b) exxxxxx money deposits of cash or Cash Equivalents by the Parent or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(xiv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(a) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement in the ordinary course of business, (b) any Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (c) any subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (b);
(xvi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(xvii) Liens securing obligations (other than obligations representing indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and its Subsidiaries;
(xviii) other Liens securing Debt and other obligations outstanding in an aggregate principal amount not to exceed $1,500,000; and
(vxix) the replacementany extension, extension renewal or renewal replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien permitted by clause (iii) above upon or referred to in the same foregoing clauses; provided, however, than no such Lien shall extend to or cover any property not theretofore subject thereto to the Lien being extended, renewed or replaced; provided further, however, that the replacement, extension or renewal (without increase in the aggregate principal amount or change in any direct or contingent obligor) of the Debt secured therebyby Liens permitted by this clause (xix) shall not exceed the amount permitted under Section 5.02(b) at any time outstanding.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Berliner Communications Inc)
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcluding, however, from the operation of the foregoing restrictions the following:
(i) Permitted Liens,;
(ii) Liens granted pursuant to any Loan Document;
(iii) Liens on deposit accounts of the Parent and its Subsidiaries in respect of their cash pooling operations;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such property or equipment, or Liens existing on any 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, ; and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iiiv) plus and clause (v) below shall not exceed $100,000,000 at any time outstanding;
(v) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Parent or any Subsidiary of the Parent or becomes a Subsidiary of the Parent; provided that such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with the Parent or such Subsidiary or acquired by the Parent or such Subsidiary; provided, further, that the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (v) and clause (iv) below above shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivvi) Liens arising in connection with Capitalized Leases pursuant to one or more securitization programs permitted under pursuant to Section 5.02(d)(iii)(C5.02(c)(ii); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vvii) the replacement, extension or renewal of any Lien permitted by clause clauses (iiiiv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in addition of any direct or contingent obligor) of the Debt secured thereby.;
(viii) Liens existing as of the Effective Date as described on Schedule 5.02(a);
(ix) Liens which are floating charges under English law in the form of an “industry standard” granted by Invesco Perpetual Life Limited (“IPLL”) on its revolving business assets (without attaching to any particular asset until the floating charge crystallises on insolvency events which will result in steps being taken to make payment of a dividend to creditors or where the reinsurance creditor reasonably considers this may
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Restricted Subsidiaries to create create, assume, incur, or suffer to exist, any Lien on or with in respect to of any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, other thanexcept that the Borrower and its Restricted Subsidiaries may create, incur, assume, or suffer to exist:
(a) Liens granted under a Loan Document and securing the Obligations;
(b) (i) Permitted Liens,Liens securing the Subordinated Debt to the extent permitted under the Subordination and Intercreditor Agreement, and (ii) Liens securing Additional Subordinated Debt permitted pursuant to Section 6.02(k);
(iic) purchase money Liens or purchase money security interests upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Restricted Subsidiaries in the ordinary course of business prior to secure or at the purchase price time of the Borrower’s or such Restricted Subsidiary’s acquisition of such property or equipment or to secure equipment; provided that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property or equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other Properties of the Borrower or its Restricted Subsidiaries, and (iii) is permitted under Section 6.02(e);
(d) Liens existing on securing Capital Leases; provided that the Debt secured by such property Liens (i) is secured only by the Property leased under such Capital Leases and not any other Properties of the Borrower or equipment at the time any of its acquisition Restricted Subsidiaries and (ii) is permitted under Section 6.02(e);
(e) Liens for taxes, assessments, or other than 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 may be required by GAAP shall have been made therefor;
(f) 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 that such reserve as may be required by GAAP shall have been made therefor;
(g) Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Restricted 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 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 Restricted Subsidiaries warranted in the Security Instruments or in this Agreement;
(i) 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;
(j) Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, 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 Restricted Subsidiaries warranted in the Security Instruments or in this Agreement, to the extent that 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a 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 Restricted Subsidiary or materially impair the value of such Property subject thereto;
(iik) shall not exceed $500,000easements, rights-of-way, restrictions, and provided further other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the sum oil and gas financing industry, including in respect of surface operations or for pipelines or power lines, none of which materially interfere with the ordinary conduct of the aggregate principal amount business of Borrower or any Restricted Subsidiary or materially detract from the value or use of the indebtedness secured Property to which they apply;
(l) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(f);
(m) rights reserved to or vested in any Governmental Authority to control or regulate any Property of the Borrower or any of its Restricted Subsidiaries, or to use such Property; provided that, such rights (a) could not reasonably be expected to materially impair the use of such Property for the purpose for which it is held by the Liens referred Borrower or any such Restricted Subsidiary and (b) could not reasonably be expected to in this clause (ii) plus materially diminish the aggregate principal amount value of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,such Property;
(iiin) the Liens existing on the Effective Date in favor of The CIT Group/Equipment Financing, Inc., as administrative agent and described Liens existing on Schedule 5.02(athe Effective Date in favor of Orion Drilling; provided that, in any event, (A) hereto,
such Liens encumber only the CIT/ORION Collateral and not any other Properties of the Borrower or any of its Restricted Subsidiaries, (ivB) with respect to the Debt secured by the Liens arising in connection with Capitalized Leases favor of The CIT Group/Equipment Financing, Inc., as administrative agent, such Debt is permitted under Section 5.02(d)(iii)(C6.02(l), and (C) with respect to the Debt secured by the Liens in favor of Orion Drilling Company, LLC, such Debt is permitted under Section 6.02(m); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(vo) the replacementLiens encumbering cash, extension or renewal cash equivalents, and certificates of any Lien permitted by clause (iii) above upon or deposits, and security in the same property theretofore subject thereto or the replacementform of letters of credit, extension or renewal (without increase in any case, arising in the amount or change in any direct or contingent obligor) ordinary course of business to secure the Debt secured therebypermitted under Section 6.02(g) below.
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcluding, however, from the operation of the foregoing restrictions the following:
(i) Permitted Liens,;
(ii) Liens granted pursuant to Sections 2.03(g) and 2.17;
(iii) Liens on deposit accounts of the Parent and its Subsidiaries in respect of their cash pooling operations;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such property or equipment, or Liens existing on any 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, ; and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iiiv) plus and clause (v) below shall not exceed $100,000,000 at any time outstanding;
(v) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Parent or any Subsidiary of the Parent or becomes a Subsidiary of the Parent; provided that such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with the Parent or such Subsidiary or acquired by the Parent or such Subsidiary; provided, further, that the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (v) and clause (iv) below above shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivvi) Liens arising in connection with Capitalized Leases pursuant to one or more securitization programs permitted under pursuant to Section 5.02(d)(iii)(C5.02(d)(ii); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vvii) the replacement, extension or renewal of any Lien permitted by clause clauses (iiiiv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in addition of any direct or contingent obligor) of the Debt secured thereby;
(viii) Liens existing as of the Effective Date as described on Schedule 5.02(a);
(ix) Liens which are floating charges under English law in the form of an “industry standard” granted by Invesco Perpetual Life Limited (“IPLL”) on its revolving business assets (without attaching to any particular asset until the floating charge crystallises on insolvency events which will result in steps being taken to make payment of a dividend to creditors or where the reinsurance creditor reasonably considers this may happen) to reinsurance creditors to support the obligations of IPLL thereto under reinsurance contracts and limited in the amount secured to the amount which would have been recoverable had the secured amount been an unsecured debt owed to a direct policy holder of IPLL;
(x) Liens to secure Subsidiary Non-Recourse Debt, provided that no such Lien shall extend to or cover any properties or assets other than the property or assets being acquired with such Subsidiary Non-Recourse Debt and proceeds thereof; and
(xi) Liens on assets sold and leased back pursuant to sale and leaseback transactions permitted by Section 5.02(d)(vii).
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Liens, Etc. (i) Create or suffer to exist, or permit any of its their respective Significant Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesthe shares of capital stock or Debt of any Significant Subsidiary of the Borrower or of the Guarantor, whether now owned or hereafter acquired by the Borrower, the Guarantor, or any of their respective Subsidiaries; or
(ii) create or suffer to exist, or permit any of their respective Significant Subsidiaries to create or suffer to exist, any Lien on or with respect to any of the properties not referred to in the next preceding clause (i) of the Borrower, the Guarantor or any their respective Significant Subsidiaries, whether now owned or hereafter acquired, or assign, or permit any of its their respective Significant Subsidiaries to assign, any right account or chattel paper (as such terms are defined in the Uniform Commercial Code as in effect from time to receive income, time in the State of New York) not referred to in the next preceding clause (i); other than:
, in the case of clause (i) Permitted Liens,above, Liens permitted by clause (A), (B) or (D) below and, in the case of clause (ii) above, Liens and assignments of accounts or chattel paper permitted by any of clauses (A) through (L) below (and in each case, other than clause (G) or (I), in which the Debt or other obligation secured by such Lien or the consideration for the accounts or chattel paper subject to such assignment exceeds $1,000,000 in the aggregate to the extent (1) possession of the property encumbered by or subject to such Lien or assignment has not been lawfully taken on or after default, and such property has not been lawfully retained after default in satisfaction of the obligation secured by such Lien and has not been disposed of by the Person in whose favor such Lien or assignment exists and (2) no enforcement, execution, levy or foreclosure proceeding shall have been commenced if (x) such proceeding shall continue undismissed or unbonded or shall not be effectively stayed for a period of 60 consecutive days after the commencement thereof or (y) a final, non- appealable order or decree ordering or approving the relief sought in such proceeding shall be entered and shall remain unsatisfied for ten days after entry thereof):
(iiA) Liens for taxes, assessments or governmental charges or levies to the extent not required to be paid under Section 5.1(a);
(B) Liens imposed by law of landlords, carriers, warehousemen, mechanics, materialmen and other similar Liens arising in the ordinary course of business with respect to obligations not yet due or being contested in good faith;
(C) Liens created or deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance and other types of social security, the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance and return-of-money bonds and other similar obligations (in each case exclusive of obligations which constitute Debt);
(D) any judgment Lien;
(E) easements, rights-of-way, restrictions and other similar encumbrances on title to real property incurred in the ordinary course of business and that do not interfere with the ordinary conduct of the business of the Borrower, the Guarantor or any of their respective Significant Subsidiaries;
(F) purchase money Liens upon or in any real on property or equipment acquired or held by Paxar the Borrower, the Guarantor or any of its their respective Significant Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property or equipment, or other Liens existing on any such property or equipment assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition acquisition) that were do not incurred to finance secure the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, purchase price; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, constructed on or improved;
(G) Liens on Margin Stock or in respect of obligations to repurchase securities and no other Liens securing Street Loans and other obligations to and for customers or brokers, and other Liens, so long as any such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (iiG) shall not exceed $500,000, and provided further that is incurred in the sum ordinary course of business of the aggregate principal amount Borrower, the Guarantor or any of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.their respective Significant Subsidiaries;
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(iA) Permitted LiensLiens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b) hereof (including contracts entered into in connection with major construction projects); (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; and (D) easements, rights of way and other encumbrances on title to real property that do not materially adversely affect the use of such property for its present purposes, provided in each case, that no enforcement, execution, levy or foreclosure proceeding shall have been commenced that is not being contested in good faith and by proper proceedings with appropriate reserves being maintained,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Company or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $25,000,000, at any time outstanding,.
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) on and after October 1, 2003, other Liens arising securing Debt in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount not to or cover exceed $40,000,000 at any assets other than the assets subject to such Capitalized Leases, andtime outstanding,
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, and
(vi) Liens, if any, resulting from the documents evidencing the Receivables Financing.
Appears in 1 contract
Samples: Credit Agreement (Polyone Corp)
Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(ia) Permitted Liens,;
(iib) purchase money Liens (including Liens securing Capitalized Lease Obligations) upon or in any real property Property or equipment goods acquired or held by Paxar any of the Companies or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property Property or equipment goods or to secure Debt Indebtedness and/or other obligations incurred solely for the purpose of financing the acquisition of such property real Property or equipmentgoods, or Liens existing on such property real Property or equipment goods 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 propertyProperty) or and extensions, renewals or replacements of any of the foregoing for to the same or a lesser amount, extent the principal amount secured is not increased; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property Property or equipment goods being acquiredacquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Indebtedness secured by the Liens referred to in this clause (iib) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the greater of (i) $150,000,000 and (ii) an amount specified therefor equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.02(d)(iii)(C5.1.5) as determined at any the time outstanding,of, and immediately after giving effect to, the incurrence of such Lien (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York);
(iiic) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a6.2.2(c) hereto,;
(ivd) Liens arising in connection on (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)any of the Companies or any Material Subsidiary of any of the Companies or becomes a Material Subsidiary of any of the Companies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that no such Lien shall Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to or cover any assets other than those of the assets subject to Person so merged into or consolidated with any of the Companies or such Capitalized Leases, andSubsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary;
(ve) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed the greater of (i) $250,000,000 and (ii) an amount equal to 2.5% of the Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment;
(f) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries;
(g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiib), (c) or (d) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in to the extent the principal amount or change in any direct or contingent obligorsecured is not increased) of the Debt Indebtedness or other obligation secured thereby;
(h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien;
(i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2; 44
(j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement, and Liens on equity interests of joint ventures securing obligations of such joint ventures; and
(k) Liens on assets in order to secure defeased and/or discharged indebtedness.
Appears in 1 contract
Liens, Etc. Create or suffer to existThe Borrower shall not, or and shall not permit any of its ----------- Subsidiaries to to, create or suffer to exist, any Lien on upon or with respect to any of its propertiesproperties or assets, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanexcept for:
(ia) Permitted Liens,Liens created pursuant to the Loan Documents;
(iib) purchase money Liens or purchase money security interests upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries Loan Party in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or and Liens existing in respect of Capitalized Lease Obligations with respect to personal property (including Liens on such property or equipment on the assets of Persons acquired by a Loan Party, existing 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, acquisition); provided, 53 47 however, that no -------- ------- (i) any such Lien shall is created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of development, construction and integration) of the property subject thereto (any such Lien, a "PMSI"), (ii) the principal amount of the Indebtedness ---- secured by such PMSI does not exceed 100% of such cost, (iii) such PMSI does not extend to or cover any properties of any character property other than the real such item of property or equipment being acquiredand any improvements on such item and proceeds (including insurance proceeds, product replacements, substitutions and accretions thereto) thereof ("Directly-Related ---------------- Assets"), 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (iiiv) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Indebtedness secured by ------ the Liens referred to in PMSIs permitted by this clause (iib) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed $75,000,000 in the amount specified therefor in Section 5.02(d)(iii)(C) aggregate at any time outstanding,; provided further, that notwithstanding ---------------- anything in the Security Agreement or any other Loan Document to the contrary, the Lender shall, if so required by the PMSI holder, or if the terms of such PMSI would otherwise conflict with the provisions of the Collateral Documents, and upon notice thereof from the Borrower, release its security interest solely in such specified item(s) of property subject or to be subject to such PMSI (including Directly-Related Assets), and thereupon, without any necessity of any action by the Lender unless otherwise required by the PMSI holder or applicable law, the Lender's security interest in such items of property subject to such PMSI shall be automatically released and shall no longer constitute "Collateral" for the purpose of any Collateral Document and, if requested by the Borrower, the Lender shall execute and deliver documents and instruments provided by the Borrower which are necessary or reasonably requested by the holder of such PMSI in order to effect, or in connection with, such release and the Borrower shall pay the Lender, on demand, all of the Lender's out-of-pocket costs and other expenses in connection therewith, as specified by the Lender;
(iiic) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness or other Obligation secured by any Lien (i) permitted by subsection (b) or (m) of this Section 7.1, in either case (x) ----------- without any increase in the amount secured thereby or in the assets subject to such Lien and (y) if such Lien renews, extends, refinances or refunds any Lien permitted by subsection (m) of this Section 7.1 and is on any Mortgaged Property, only if such Lien is subordinated to the Liens created pursuant to the Loan Documents;
(d) any Lien arising by operation of law or provided for under the terms of any lease with respect to any leased Real Property Asset in favor of any lessor incurred by any Loan Party in the ordinary course of business which secure its obligations to such lessor and which do not extend to or cover any property other than fixtures or personal property located at or on the related leased Real Property Asset; provided that (i) no Loan Party is in default (after -------- the expiration of any applicable grace period) with respect to any such obligation to any such lessor unless such Loan Party is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof, on the books of such Loan Party in conformity with GAAP and (ii) all such Liens in the aggregate would not reasonably be expected to have a Material Adverse Effect;
(e) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers or other similar Persons (other than lessors) incurred by a Loan Party in the ordinary course of business which secures its obligations to such Person; provided that (i) such Liens are for amounts not yet -------- overdue or for amounts that are overdue for less than thirty (30) days unless such Loan Party is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof, on the books of such Loan Party in conformity with GAAP and (ii) all such Liens in the aggregate would not reasonably be expected to have a Material Adverse Effect;
(f) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges or levies; provided, that no Loan Party is -------- in default in respect of any payment obligation with respect thereto unless such Loan Party is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof on the books of such Loan Party in conformity with GAAP, and all such Liens in the aggregate would not reasonably be expected to have a Material Adverse Effect;
(g) Liens (excluding rights of set-off other than rights of set-off recognized under agreements governing Qualified Accounts) of brokers, securities intermediaries and depositary banks arising by operation of law or pursuant to account maintenance agreements entered into in the ordinary course of business;
(h) Liens on the Reserve Account;
(i) Liens incurred or pledges and deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, old-age pensions and other social security benefits;
(j) deposits held by any Loan Party and received from customers of such Loan Party in the ordinary course of business with respect to which such Loan Party has an obligation to return such deposits to such customers;
(k) zoning restrictions, easements, licenses, reservations or restrictions on the use of real property or minor irregularities of title incident thereto which do not in the aggregate render title thereto unmarketable or impair, in any material manner, the use of such property for the purposes for which such property is held by such Loan Party or result in a material diminution in the value of any Collateral;
(l) financing statements filed by a personal property lessor or purchaser for precautionary purposes in respect of any lease (other than any Capitalized Lease) or sale of such personal property to the Borrower by such lessor;
(m) Liens (other than in favor of lessors) existing on the Effective Date and described that are (x) disclosed on Schedule 5.02(a7.1(m) hereto,and (y) if on any Real Property --------------- Asset that is a Mortgaged Property, subordinated to the Liens created pursuant to the Loan Documents;
(ivn) Liens arising securing the performance of contracts (other than leases with respect to any Real Property Asset or contracts for the repayment of borrowed money), statutory obligations and surety performance bonds, incurred as an incident to and in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)the ordinary course of business, and appeal bonds and judgment liens; provided that all such Liens (i) in the aggregate could have no such Lien shall extend -------- Material Adverse Effect and (ii) do not secure directly or indirectly judgments (not covered by insurance or an indemnity from a creditworthy party who, in either case, has acknowledged coverage or is required to honor the same pursuant to a final judgment or cover order) in excess of $2,500,000;
(o) Liens on cash security deposits under leases with respect to any assets other than the assets subject Real Property Asset and utility deposits in an aggregate amount not to such Capitalized Leases, exceed $1,000,000; and
(vp) Liens not otherwise permitted by the replacement, extension foregoing clauses (a) through (o) of this Section 7.1 (other than on any Mortgaged Property) securing ----------- obligations or renewal other liabilities (other than Indebtedness) of any Lien permitted Loan Party; provided, however, that the aggregate amount of such obligations and liabilities -------- ------- secured by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in such Liens shall not exceed $5,000,000 at any direct or contingent obligor) of the Debt secured therebytime outstanding.
Appears in 1 contract
Liens, Etc. Create or suffer to existEach Borrower shall not, or and shall not permit any of its respective Subsidiaries to to, create or suffer to exist, any Lien on upon or with respect to any of its propertiesproperties or assets, whether now owned or hereafter acquired, or assign, or permit any of its respective Subsidiaries to assign, any right to receive income, other thanexcept for:
(ia) Permitted Liens,Liens (x) created pursuant to the Loan Documents or (y) created under the Existing Loan Documents and securing only the Obligations; 98 108
(iib) purchase money Liens or purchase money security interests upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries Loan Party in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or and Liens existing on such property or equipment at the time in respect of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred Capitalized Lease Obligations with respect to finance the acquisition of such personal property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, 53 47 however, that no (i) any such Lien shall is created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of the property subject thereto, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost, (iii) such Lien does not extend to or cover any properties of any character property other than the real such item of property or equipment being acquiredand any improvements on such item and proceeds thereof, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (iiiv) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Indebtedness secured by the Liens referred to in permitted by this clause (iib) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed $100,000 in the amount specified therefor in Section 5.02(d)(iii)(C) aggregate at any time outstanding,;
(iiic) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness or other Obligation secured by any Lien (i) permitted by subsection (b) or (j) of this Section 7.1, in either case (x) without any increase in the amount secured thereby or in the assets subject to such Lien and (y) if such Lien renews, extends, refinances or refunds any Lien permitted by subsection (j) of this Section 7.1 and is on any Mortgaged Property, only if such Lien is subordinated to the Liens existing on created pursuant to the Effective Date and described on Schedule 5.02(a) hereto,Loan Documents;
(ivd) Liens any Lien arising by operation of law or provided for under the terms of any Lease in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no favor of any lessor incurred by any Loan Party in the ordinary course of business which secure its obligations to such Lien shall lessor and which do not extend to or cover any assets property other than fixtures or personal property located at or on the assets subject related Leasehold Property; provided that (i) no Loan Party is in default (after the expiration of any applicable grace period) with respect to any such obligation to any such lessor unless (x) such Loan Party is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof, on the books of such Loan Party in conformity with GAAP, and (y) the aggregate amount of the obligations secured by the Liens permitted pursuant to this clause (d) and clause (e) of this Section 7.1 shall not exceed $250,000 in the aggregate, (ii) all such Liens in the aggregate could not have a Material Adverse Effect and (iii) if such Lien is on any Mortgaged Property and such Lien has been evidenced of record by a UCC financing statement or other filing with any Governmental Authority, unless such Lien is the Lien disclosed on Schedule 7.1(j) with respect to the Mortgaged Property constituting the Kendxxx Xxxare Theater or has been waived in writing by the Agent, such Lien is subordinated to the Liens created pursuant to the Loan Documents;
(e) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers or other similar Persons (other than lessors) incurred by a Loan Party in the ordinary course of business which secures its obligations to such Person; provided that (i) such Liens are for amounts not yet overdue or for amounts that are overdue for less than thirty (30) days unless (x) such Loan Party is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision 99 109 is made for the payment thereof, on the books of such Loan Party in conformity with GAAP, and (y) the amount of the obligations secured by the Liens permitted pursuant to this clause (e) and clause (d) of this Section 7.1 shall not exceed $250,000 in the aggregate and (ii) all such Liens in the aggregate could not have a Material Adverse Effect;
(f) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges or levies; provided, that no Loan Party is in default in respect of any payment obligation with respect thereto unless such Loan Party is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof on the books of such Loan Party in conformity with GAAP, and all such Liens in the aggregate could not have a Material Adverse Effect;
(g) Liens incurred or pledges and deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, old-age pensions and other social security benefits;
(h) zoning restrictions, easements, licenses, reservations or restrictions on the use of real property or minor irregularities of title incident thereto which do not in the aggregate render title thereto unmarketable or impair, in any material manner, the use of such property for the purposes for which such property is held by such Loan Party or result in a material diminution in the value of any Collateral;
(i) financing statements filed by a personal property lessor for precautionary purposes in respect of any lease (other than any Capitalized LeasesLease) of such personal property to a Borrower by such lessor;
(j) Liens (other than in favor of lessors) existing on the Closing Date that are (x) disclosed on Schedule 7.1(j) and (y) if on any Real Property Asset that is a Mortgaged Property (excluding (at any time prior to February 15, 2000) the Mortgaged Property constituting the Seven Gables Theater in Seattle, Washington), subordinated to the Liens created pursuant to the Loan Documents;
(k) Liens in favor of sellers of Theaters in respect of escrows or other deposits made in the ordinary course of business in connection with any Permitted Acquisitions, but in no event exceeding 15% of the Total Consideration for such acquisition;
(l) Liens securing the performance of contracts (other than Leases or contracts for the repayment of borrowed money), statutory obligations and surety performance bonds, incurred as an incident to and in the ordinary course of business, and appeal bonds and judgment liens; provided that all such Liens (i) in the aggregate could have no Material Adverse Effect and (ii) do not secure directly or indirectly judgments (not covered by insurance or an indemnity from a creditworthy party who, in either case, 100 110 has acknowledged coverage or is required to honor the same pursuant to a final judgment or order) in excess of $100,000;
(m) Liens on cash security deposits under Leases and utility deposits in an aggregate amount not to exceed $1,000,000;
(n) Liens constituting deposits of cash collateral to secure the reimbursement obligations of Landmark in respect of letters of credit issued for the benefit of Landmark pursuant to Section 7.2(m); and
(vo) Liens not otherwise permitted by the replacement, extension foregoing clauses (a) through (n) of this Section 7.1 (other than on any Mortgaged Property) securing obligations or renewal other liabilities (other than Indebtedness) of any Lien permitted Loan Party; provided, however, that the aggregate amount of such obligations and liabilities secured by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in such Liens shall not exceed $250,000 at any direct or contingent obligor) of the Debt secured therebytime outstanding.
Appears in 1 contract
Samples: Credit Agreement (Silver Cinemas International Inc)
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcluding, however, from the operation of the foregoing restrictions the following:
(i) Permitted Liens,;
(ii) Liens granted pursuant to any Loan Document;
(iii) Liens on deposit accounts of the Parent and its Subsidiaries in respect of their cash pooling operations;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the 51729297_11 purpose of financing the acquisition of any such property or equipment, or Liens existing on any 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, ; and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iiiv) plus and clause (v) below shall not exceed $100,000,000 at any time outstanding;
(v) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Parent or any Subsidiary of the Parent or becomes a Subsidiary of the Parent; provided that such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with the Parent or such Subsidiary or acquired by the Parent or such Subsidiary; provided, further, that the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (v) and clause (iv) below above shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivvi) Liens arising in connection with Capitalized Leases pursuant to one or more securitization programs permitted under pursuant to Section 5.02(d)(iii)(C5.02(c)(ii); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vvii) the replacement, extension or renewal of any Lien permitted by clause clauses (iiiiv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in addition of any direct or contingent obligor) of the Debt secured thereby;
(viii) Liens existing as of the Effective Date as described on Schedule 5.02(a);
(ix) Liens which are floating charges under English law in the form of an "industry standard" granted by Invesco Perpetual Life Limited ("IPLL") on its revolving business assets (without attaching to any particular asset until the floating charge crystallises on insolvency events which will result in steps being taken to make payment of a dividend to creditors or where the reinsurance creditor reasonably considers this may happen) to reinsurance creditors to support the obligations of IPLL thereto under reinsurance contracts and limited in the amount secured to the amount which would have been recoverable had the secured amount been an unsecured debt owed to a direct policy holder of IPLL;
(x) Liens to secure Subsidiary Non-Recourse Debt, provided that no such Lien shall extend to or cover any properties or assets other than the property or assets being acquired with such Subsidiary Non-Recourse Debt and proceeds thereof;
(xi) Liens on assets sold and leased back pursuant to sale and leaseback transactions permitted by Section 5.02(c)(vii);
(xii) Liens securing Permitted Unit Investment Trust Debt; 51729297_11
(xiii) Liens consisting of statutory, common law or contractual setoff rights provided by the Parent and its Subsidiaries in the ordinary course of business; and
(xiv) Liens not otherwise permitted by this Section 5.02(a) on assets of the Parent and its Subsidiaries securing Debt or other obligations in the aggregate principal amount not to exceed $10,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Liens, Etc. Create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Lien on lien, security interest or other charge or encumbrance (“Lien”) upon or with respect to any of its propertiesproperties (other than Margin Stock), whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person, other than:
than (i) Permitted Liens,
Liens securing Debt which in the aggregate principal amount does not exceed $500,000,000 outstanding at any time, (ii) purchase money Liens upon granted by any Consolidated Subsidiary as security for any Debt owing to the Company or in to a Wholly-Owned Consolidated Subsidiary, (iii) Liens securing Debt permitted by Section 5.02(d)(iii); provided that (x) such Lien shall not apply to any real other property or equipment acquired assets of the Company or held by Paxar or any its Consolidated Subsidiaries and (y) such Lien shall not have been incurred in anticipation of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentSubsidiary, or (iv) Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created securing Debt assumed in contemplation of such acquisition that were not incurred to finance connection with the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, assets and no such any extension, renewal renewal, refinancing or replacement shall extend to thereof in whole or cover any properties in part; provided that such renewal, refinancing or replacement does not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of increase the aggregate principal amount of the indebtedness secured by the Liens referred such Debt (except for increases in an amount not to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date accrued interest, premium, fees and described on Schedule 5.02(a) hereto,
(iv) Liens arising expenses in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(Ctherewith); provided further that no (x) such Lien shall extend not apply to any other property or cover any assets other than of the assets subject to Company or its Consolidated Subsidiaries and (y) such Capitalized Leases, and
Lien shall not have been incurred in anticipation of such acquisition and (v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or Liens in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) favor of the Debt secured thereby.Agent or any Bank pursuant to the Loan Documents;
Appears in 1 contract
Samples: Term Credit Agreement (Ecolab Inc.)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, exist any Lien on or with respect to any of its propertiesProperty, whether now owned or hereafter acquired, or assignother than Liens on Property with a value not exceeding U.S.$30,000,000 in the aggregate at any one time outstanding, or permit any of its Subsidiaries to assign, any right to receive income, other thanand:
(i) Permitted Liens,any Lien existing on the date hereof and any Lien pursuant to any agreement or instrument existing on the date hereof, and any extension, renewal or replacement thereof or of any other Lien permitted pursuant to this Section 5.02(a); provided, however, that the total amount of Debt or other obligations so secured is not increased as a result thereof;
(ii) any Lien on any Property (including Voting Shares of any Person) securing Debt incurred solely for purposes of financing the acquisition (including the acquisition of equipment), lease, construction or improvement (including all costs, expenses and other liabilities incurred in connection with such acquisition, construction or improvement thereof, as well as with the development, fitting-out and/or obtaining of any performance or other bond required to be posted in connection therewith) of such Property after the date of this Agreement; provided that (A) the aggregate principal amount of Debt secured by such Liens shall not exceed (but may be less than) the cost (i.e., purchase money Liens upon price) of the Property so acquired, leased, constructed or improved and (B) the Lien is incurred before, or within 180 days after the completion of, such acquisition, lease, construction or improvement and does not encumber any other Property of the Borrower or any Subsidiary; and provided, further, that to the extent that the Property acquired is Voting Shares or other capital stock, the Lien also may encumber other Property of the Person so acquired;
(iii) any Lien existing on any Property of any Person before that Person's acquisition (in whole or in any real property part) by, merger into or equipment acquired or held by Paxar consolidation with the Borrower or any Subsidiary after the date of its Subsidiaries this Agreement; provided that the Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation and such Lien is limited to all or part of the same Property (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured the obligations to which such Lien relates;
(iv) any Lien existing on Property of Big TV on the date of the closing of the Big TV Acquisition;
(v) any Lien created or arising in connection with carriers, warehousemen's mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(vi) any pledge, Guarantee or deposit made in connection with any tax, civil, or labor contingency or any administrative proceeding (whether in or out of court), any deposit to secure appeal bonds in proceedings being contested in good faith to which the purchase price Borrower or any Subsidiary is a party, good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Borrower or any Subsidiary is a party or deposits for the payment of rent, in each case made in the ordinary course of business; provided that the aggregate amount outstanding at any one time shall not exceed U.S.$25,000,000;
(vii) any Lien in favor of issuers of surety, judgment, performance or similar bonds or letters of credit issued pursuant to the request of and for the account of the Borrower or any Subsidiary in the ordinary course of business and not exceeding in the aggregate at any one time outstanding U.S.$5,000,000;
(viii) any Lien securing taxes, assessments and other governmental charges, the payment of which are not yet due or are being contested in good faith by appropriate proceedings and for which such reserves or other appropriate provisions, if any, have been established as required by the Accounting Standards;
(ix) minor defects, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, licenses, restrictions on the use of Property or minor imperfections in title that do not materially impair the value or use of the Property affected thereby, and any leases and subleases of real Property that do not interfere with the ordinary conduct of the business of the Borrower or any Subsidiary, and which are made on customary and usual terms applicable to similar Property;
(x) any rights of set-off of any Person with respect to any deposit account or securities account (or similar arrangement) of the Borrower or any Subsidiary arising in the ordinary course of business;
(xi) any Liens granted to secure borrowings from, directly or indirectly (A) Banco Nacional de Desenvolvimento Econômico e Social–BNDES, or any other Brazilian governmental development bank or credit agency, or (B) any international or multilateral development bank, government-sponsored agency, in the case of each of clause (A) and (B) limited to the items purchased with the proceeds of such property or equipment or to secure Debt incurred borrowings;
(xii) any Lien securing Hedging Agreements so long as such Hedging Agreements are entered into for bona fide, non-speculative purposes; and
(xiii) any Lien over negotiable instruments in the ordinary course of commercial banking documentary transactions solely for the purpose of financing the acquisition 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 operating transactions to secure Debt 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described date hereof or any non-financial indebtedness falling due not more than one year after the date on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no which such Lien shall extend to Debt or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebynon-financial indebtedness is originally incurred.
Appears in 1 contract
Samples: Loan and Guaranty Agreement (Net Servicos De Comunicacao S A)
Liens, Etc. Create The Lessee will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its the properties, income or assets of the Lessee or such Subsidiary, whether now owned or hereafter acquired, in each case to secure or assignprovide for the payment of any Debt of any Person, unless the obligations of the Lessee hereunder shall be secured equally and ratably with, or permit any of its Subsidiaries to assignprior to, any right such Debt; provided however that the foregoing restriction shall not apply to receive income, other thanthe following Liens which are permitted:
(i) Permitted Liens,Liens on any property, income or asset of any Subsidiary of the Lessee existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary);
(ii) purchase money Liens upon or in any real property or equipment asset acquired or held by Paxar the Lessee or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or asset (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 or equipment asset at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition acquisition); and the interest of the lessor thereof in any property that were not is subject to a Capital Lease;
(iii) any Lien securing Debt that was incurred prior to finance or during construction or improvement of property or within 365 days after the acquisition completion of such propertyconstruction or improvement for the purpose of financing all or part of the cost of such construction or improvement, provided that (A) any such Lien shall extend solely to such property constructed or improved and (B) the amount of Debt secured by such Lien does not exceed 100% of the fair market value of such property after giving effect to such construction or improvement;
(iv) any Lien securing Debt that was incurred for the purpose of financing all or part of the manufacturing facility currently under construction in Kent County, Michigan, provided that (A) any such Lien shall extend solely to such facility and the property related thereto and (B) the amount of Debt secured by such Lien does not exceed an amount equal to the lesser of $70,000,000 and 100% of the fair market value of such facility and property after giving effect to completion of such construction;
(v) any Lien securing Debt of a Subsidiary owing to the Lessee;
(vi) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (i), (ii), (iii) and (iv) above so long as (x) the aggregate principal amount of such Debt shall not exceed the foregoing for the same amount otherwise permitted in clauses (i), (ii), (iii) or (iv), as relevant, as a lesser amountresult of such extension, provided, 53 47 however, that no such Lien shall extend to renewal or cover replacement and (y) Liens resulting from any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to only such property which secured the Lien Debt that is being extended, renewed or replaced;
(vii) Liens on receivables securing Debt of Steelcase Financial Services Inc., a Michigan corporation ("SFSI") or any Subsidiary of SFSI, so long as the obligations of SFSI or such Subsidiary secured by such Liens are nonrecourse to the Lessee or any of its Subsidiaries other than SFSI or such Subsidiary, provided further that the principal amount Lessee may enter into, and be liable in respect to, a limited performance guaranty regarding the accuracy of any customary representations and warranties made by SFSI or such Subsidiary in respect of such receivables and the indebtedness secured by a Lien referred to billing, monitoring and collection functions of SFSI or such Subsidiary, as servicer, in this clause (ii) shall not exceed $500,000respect of such receivables, and provided further that the sum of at any time, the aggregate principal outstanding amount of the indebtedness Debt of SFSI and its Subsidiaries that is secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall such receivables does not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,$500,000,000;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivviii) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)7 of the Lease; provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(vix) Liens other than Liens permitted in clauses (i) through (viii) hereof, whether now existing or hereafter arising, securing Debt in an aggregate amount not exceeding $75,000,000. For purposes of this Section 5.1(p) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in following terms have the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.following meanings:
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties, properties of any character whether now owned or hereafter acquired, acquired or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcept:
(ia) Liens created under the Loan Documents;
(b) Permitted Liens,;
(iic) purchase money Liens existing on the Closing Date and described on Schedule 7.1(c) hereto;
(d) Liens upon or in any real property or equipment an asset acquired or held by Paxar the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentasset to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, foregoing; provided, 53 47 however, that (i) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (ii) no such Lien shall extend to or cover any properties of any character asset other than the real property or equipment asset being acquired, constructed or improved and any attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties asset not theretofore subject to the Lien being extended, renewed or replaced, ; provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iid) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in permitted under Section 5.02(d)(iii)(C7.2(e) at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ive) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C7.2(f); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vf) Liens arising in connection with Debt permitted under Section 7.2(l); provided that no such Lien shall extend to or cover any assets other than the assets of the relevant borrowing entity;
(g) the replacement, extension or renewal of any Lien permitted by clause (iiic) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount (except by an amount equal to accrued and unpaid interest and premium thereon plus fees, original issue discount and expenses incurred in connection with such replacement, extension or renewal) or change in any direct or contingent obligor) of the Debt secured thereby;
(h) Liens on assets of the Borrower or any of its Subsidiaries arising in connection with Sale and Leaseback Transactions permitted under Section 7.5(h);
(i) Liens on assets that are the subject of, or are customarily subject to Liens relating to, Permitted Receivables Financings;
(j) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of the Borrower, in each case after the Closing Date; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of the Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property to the extent included in the grant of such Lien), and (C) the Debt secured thereby is permitted under Section 7.2(p);
(k) customary Liens and setoff rights securing obligations in respect of notional pooling cash management arrangements in the ordinary course of business; and
(l) other Liens not otherwise permitted by the foregoing clauses of this Section 7.1 securing an aggregate principal amount at any time outstanding not to exceed $75,000,000.100,000,000;
(m) Liens on the Collateral to secure Debt permitted under Section 7.2(r); provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a (i) a First Lien Intercreditor Agreement if such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, or (ii) a Junior Lien Intercreditor Agreement if such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations;
(n) Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted Refinancing of any of the foregoing; provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a (i) a First Lien Intercreditor Agreement if such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, or (ii) a Junior Lien Intercreditor Agreement if such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations; and
(o) Liens on the Collateral to secure Debt permitted under Section 7.2(v) on a pari passu basis (but without regard to the control of remedies) with the Obligations; provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a First Lien Intercreditor Agreement.
Appears in 1 contract
Samples: Credit Agreement (Davita Inc)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create create, assume, incur, or suffer to exist, any Lien on or with in respect to of any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, other thanexcept that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist:
(ia) Permitted Liens,Liens securing the Obligations;
(iib) Liens securing the Subordinated Debt to the extent permitted under the Subordination and Intercreditor Agreement;
(c) purchase money Liens or purchase money security interests upon or in any real property or equipment acquired or held by Paxar 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 equipment or to secure equipment; provided that the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property or equipment, and does not exceed the aggregate purchase price of such equipment, (ii) 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 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 may be required by GAAP shall have been made therefor;
(e) Liens existing 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 that 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 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 such property production, preferential purchase rights and other burdens on or equipment at deductions from the time 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 acquisition Subsidiaries warranted in the Security Instruments;
(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 than 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 agreements, in each case that are customary in the oil, 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 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall does not exceed $500,000, and provided further that materially impair the sum use of the aggregate principal amount of Property covered by such Lien for the indebtedness secured purposes for which such Property is held by the Liens referred to in this clause (ii) plus Borrower or any Subsidiary or materially impair the aggregate principal amount value of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)such Property subject thereto; provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(vj) the replacementeasements, extension or renewal of any Lien permitted by clause (iii) above upon or rights-of-way, restrictions, and other similar encumbrances, and minor defects in the same property theretofore subject thereto or the replacement, extension or renewal (without increase chain of title that are customarily accepted in the amount or change in any direct or contingent obligor) oil and gas financing industry, none of which interfere with the ordinary conduct of the Debt secured therebybusiness of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a4.01(j) hereto,
(iv) arising under the Borrower's receivables securitization transaction as described in the Trade Receivables Purchase and Sell Agreement dated March 20, 1997 among the Borrower, First Skelligs International Finance Company Limited and Citicorp Finance Ireland Limited,
(v) Liens arising in connection with Capitalized Leases permitted any court action or other legal proceeding so long as no Default under Section 5.02(d)(iii)(C); provided that no such Lien shall extend 6.01(f) has occurred and is continuing,
(vi) other Liens securing Debt in an aggregate principal amount not to or cover exceed $25,000,000 at any assets other than the assets subject to such Capitalized Leasestime outstanding, and
(vvii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: Credit Agreement (Bausch & Lomb Inc)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property fixed or equipment capital assets acquired or held by Paxar the Company or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment assets or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentassets, or Liens existing on such property or equipment assets 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 propertyassets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties assets of any character other than the real property or equipment assets being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $50,000,000 at any time outstanding,, Back to Contents
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) other Liens arising securing Debt in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount not to or cover exceed at any time outstanding an amount equal to 5% of the Consolidated assets other than of the assets subject to such Capitalized LeasesCompany and its Subsidiaries at the time of incurrence, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: Credit Agreement (Applera Corp)
Liens, Etc. Create The Company covenants that it will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than:
(i) Permitted LiensLiens permitted under section 8.1(a) of the Credit Agreement, as the Credit Agreement is in effect on the date hereof and irrespective of whether the Credit Agreement is then in effect,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar such Person or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or property,
(iii) Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance acquisition),
(iv) Liens in respect of the acquisition of such property) or extensions, renewals or replacements obligations of any of entity which becomes a Subsidiary after the foregoing for date hereof which Lien is in existence on the same or date such entity becomes a lesser amountSubsidiary, provided, 53 47 however, provided that (a) no such Lien shall have been created in contemplation of such entity becoming a Subsidiary, and (b) any such lien shall extend solely to or cover any properties of any character the property subject to such lien at the time such entity became a Subsidiary,
(v) Liens (other than the real property or equipment being acquiredthose referred to in clauses (i), (ii), (iii) and no such extension, renewal or replacement shall extend to or cover (iv) above) at any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the time outstanding securing an aggregate principal amount of the indebtedness secured by Debt not exceeding $100,000,000 at any time (or its equivalent in another currency),
(vi) Liens existing pursuant to a Lien referred to in this clause (ii) shall not exceed $500,000, and securitization program permitted under paragraph 6D provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the such Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor $85,000,000, (or its equivalent in Section 5.02(d)(iii)(Canother currency) at any time outstanding,, or
(iiivii) the Liens existing on the Effective Date property or assets of the Company or any Subsidiary securing Debt owing to the Company or any Wholly-Owned Subsidiary. Notwithstanding the foregoing, the Company will not, and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection will not permit any Subsidiary to, create or suffer to exist any Lien upon or with Capitalized Leases permitted respect to its properties under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
clause (v) of this paragraph 6B to secure any Debt outstanding under the replacementCompany’s primary bank facility unless (a) the Notes and the Company’s obligations under this Agreement are secured by a Lien on such property on a pari passu basis with such Debt pursuant to documentation reasonably satisfactory in form and substance to Prudential and the Required Holder(s), extension or renewal of any Lien permitted by clause and (iiib) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) all of the holders of such Debt secured therebyshall have entered into an intercreditor agreement with the holders of the Notes in form and substance reasonably satisfactory to Prudential and the Required Holder(s).
Appears in 1 contract
Samples: Private Shelf Agreement (Corn Products International Inc)
Liens, Etc. Create AWH shall not permit Warrior Coal or any Subsidiary thereof to create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, exist any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assignsign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction, a financing statement that names Warrior Coal or any Subsidiary thereof as Debtor, or permit sign or suffer to exist any of its Subsidiaries security agreement authorizing any secured party thereunder to assignfile such financing statement, or assign any accounts or other right to receive income, other thanexcept:
(i) Permitted Liens,, if any, granted or created under or pursuant to the Stock Purchase Agreement or the Asset Purchase Agreement or any other agreement entered into in connection therewith;
(ii) purchase money Permitted Liens;
(iii) with respect to Warrior Coal and its Subsidiaries, taken as a whole, other Liens incurred in the ordinary course of business securing obligations in an amount not to exceed $1,000,000;
(iv) Liens existing on the date hereof;
(v) non-recourse Liens upon or in any real property or equipment acquired or held by Paxar Warrior Coal or any of its Subsidiaries Subsidiary thereof in the ordinary course of business to secure the purchase price of such property or equipment or to secure non-recourse, tax-exempt Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentequipment to be subject to such Liens, or Liens existing exiting on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.or
Appears in 1 contract
Samples: Put and Call Option Agreement (Alliance Resource Partners Lp)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property fixed or equipment capital assets acquired or held by Paxar the Guarantor or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment assets or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentassets, or Liens existing on such property or equipment assets 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 propertyassets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties assets of any character other than the real property or equipment assets being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $50,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) other Liens arising securing Debt in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount not to or cover exceed at any time outstanding an amount equal to 5% of the Consolidated assets other than of the assets subject to such Capitalized LeasesGuarantor and its Subsidiaries at the time of incurrence, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: Credit Agreement (Pe Corp)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $25,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection on property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that no such Lien shall Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover any assets other than those of the assets subject Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,
(v) other Liens securing Debt in an aggregate principal amount not to such Capitalized Leasesexceed 5% of Consolidated Tangible Net Worth at any time outstanding, and
(vvi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Sears Roebuck Acceptance Corp)
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcluding, however, from the operation of the foregoing restrictions the following:
(i) Permitted Liens,;
(ii) Liens granted pursuant to any Loan Document;
(iii) Liens on deposit accounts of the Parent and its Subsidiaries in respect of their cash pooling operations;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such property or equipment, or Liens existing on any 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, ; and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iiiv) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in and clause (ivv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivv) Liens arising in connection on property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)the Parent or any Subsidiary of the Parent or becomes a Subsidiary of the Parent; provided that no such Lien shall Liens were not created in contemplation of such merger, consolidation or investment and do not extend to or cover any assets other than those of the assets subject to Person merged into or consolidated with the Parent or such Capitalized LeasesSubsidiary or acquired by the Parent or such Subsidiary; provided, andfurther, that the aggregate principal amount 91839933_4 of the Debt secured by Liens permitted by this clause (v) and clause (iv) above shall not exceed $100,000,000 at any time outstanding;
(vvi) Liens arising pursuant to one or more securitization programs permitted pursuant to Section 5.02(c)(ii);
(vii) the replacement, extension or renewal of any Lien permitted by clause clauses (iiiiv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in addition of any direct or contingent obligor) of the Debt secured thereby;
(viii) Liens existing as of the Effective Date as described on Schedule 5.02(a);
(ix) Liens which are floating charges under English law in the form of an “industry standard” granted by Invesco Perpetual Life Limited (“IPLL”) on its revolving business assets (without attaching to any particular asset until the floating charge crystallises on insolvency events which will result in steps being taken to make payment of a dividend to creditors or where the reinsurance creditor reasonably considers this may happen) to reinsurance creditors to support the obligations of IPLL thereto under reinsurance contracts and limited in the amount secured to the amount which would have been recoverable had the secured amount been an unsecured debt owed to a direct policy holder of IPLL;
(x) Liens to secure Subsidiary Non-Recourse Debt, provided that no such Lien shall extend to or cover any properties or assets other than the property or assets being acquired with such Subsidiary Non-Recourse Debt and proceeds thereof;
(xi) Liens on assets sold and leased back pursuant to sale and leaseback transactions permitted by Section 5.02(c)(vii);
(xii) Liens securing Permitted Unit Investment Trust Debt;
(xiii) Liens consisting of statutory, common law or contractual setoff rights provided by the Parent and its Subsidiaries in the ordinary course of business;
(xiv) Liens not otherwise permitted by this Section 5.02(a) on assets of the Parent and its Subsidiaries securing Debt or other obligations in the aggregate principal amount not to exceed $10,000,000 at any time outstanding; and
(xv) Cash deposits and/or securities securing obligations in respect of Hedge Agreements entered into for the purpose of asset or liability management.
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries Subsidiary to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries Subsidiary to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) capital leases and purchase money Liens upon or in any real or personal property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $150,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection on property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)the Borrower or any Subsidiary or becomes a Subsidiary; provided that no such Lien shall Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,
(v) assignments of the right to receive income or Liens in connection with any Permitted Receivables Financing, to the extent permitted under Section 5.02(d)(iv),
(vi) licenses, leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Borrower and its Subsidiaries taken as a whole,
(vii) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or any Subsidiary (other than a Receivables Subsidiary) in the ordinary course of business,
(viii) Liens arising out of judgments or awards in circumstances not constituting an Event of Default under Section 6.01 in respect of which the Borrower or any Subsidiary shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings, provided that the aggregate amount of all such judgments or awards does not exceed $25,000,000 at any time outstanding,
(ix) statutory, contractual and common law landlords’ liens under leases or subleases permitted by this Agreement,
(x) Liens (other than any Lien imposed by ERISA) (x) to secure the performance of tenders, statutory obligations (other than excise taxes), 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) or (y) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers, provided that the aggregate amount of deposits at any time pursuant to sub-clauses (x) and (y) shall not exceed $50,000,000 in the aggregate,
(xi) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement,
(xii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business (excluding any general inventory financing),
(xiii) Liens securing Debt and other obligations (whether incurred by the Borrower or any of its Subsidiaries) not permitted by the other provisions of this Section 5.02(a) in an aggregate principal amount not to exceed $100,000,000 at any time outstanding,
(xiv) customary rights and restrictions contained in agreements relating to the sale or transfer of assets subject permitted hereunder by the Borrower or any of its Subsidiaries pending the completion thereof,
(xv) Liens on xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement for an acquisition or other transaction permitted hereunder,
(xvi) banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts and securities accounts maintained with financial institutions in the ordinary course of business, including Liens relating to intercompany cash pooling and/or sweeping arrangements or similar cash management products,
(xvii) Liens on assets of Subsidiaries organized under the laws of a jurisdiction other than the United States or any state territory or district thereof securing Debt permitted by Section 5.02(d)(vii),
(xviii) Lien on insurance policies obtained in the ordinary course of business and the proceeds thereof securing the financing of the premiums with respect thereto,
(xix) Liens on assets of Louisiana Timber Procurement securing Indebtedness or other obligations of Louisiana Timber Procurement, provided that such Capitalized LeasesLiens shall not apply to any assets of the Borrower or any other Subsidiary),
(xx) statutory Liens on the Farm Credit Equities of any Farm Credit Lender that the Borrower has acquired pursuant to Section 5.01(l), and
(vxxi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Restricted Subsidiaries to assign, any accounts or other right to receive income, other thanexcept:
(i) Permitted Liens,Liens created under the Loan Documents;
(ii) Permitted Liens;
(iii) Liens existing on the date hereof;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentequipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, constructed or improved and such improvements, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, ; and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in permitted under Section 5.02(d)(iii)(C5.02(b)(ii) at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivv) Liens arising in connection with under Capitalized Leases permitted under Section 5.02(d)(iii)(CSections 5.02(b)(iii) and (xviii); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vvi) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower, or any Restricted Subsidiary, or becomes a Restricted Subsidiary; provided that (x) such merger or consolidation is otherwise permitted under the Loan Documents, and (y) such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Restricted Subsidiary or acquired by the Borrower or such Subsidiary;
(vii) other Liens securing Debt outstanding in an aggregate principal amount not to exceed $50,000,000 at any time;
(viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby;
(ix) Liens incurred pursuant to the Master Intercompany Agreements;
(x) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Borrower or of any Restricted Subsidiary of the Borrower;
(xi) Liens arising from filing Uniform Commercial Code financing statements regarding leases;
(xii) Liens encumbering customary initial deposits and margin deposits, and other Liens incurred in the ordinary course of business that are within the general parameters customary in the industry, in each case securing Debt under any Hedge Agreements;
(xiii) Liens securing Permitted Receivables Financings.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt (including, without limitation, Capitalized Leases) incurred solely for the purpose of financing the acquisition or improvement of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition or improvement (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyor improvement) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property being acquired or equipment being acquiredimproved (except to the extent that construction financing may result in an encumbrance on the underlying fee or leasehold), and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstandingoutstanding $15,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred),
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto),
(iv) other Liens securing Debt outstanding in an aggregate principal amount not to exceed $15,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred),
(v) Liens upon or in any property of any Person that becomes a Subsidiary of the Borrower after the date hereof that are existing at the time such Person becomes a Subsidiary of the Borrower (other than any such Lien created in contemplation of such Person becoming a Subsidiary of the Borrower),
(vi) Liens on accounts receivable and other related assets arising solely in connection with Capitalized Leases permitted under the sale or other disposition of such accounts receivable pursuant to Section 5.02(d)(iii)(C5.02(c)(iv); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and,
(vvii) the replacement, extension or renewal of any Lien permitted by clause clauses (ii), (iii), (iv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby,
(viii) Liens on the assets of a Subsidiary of the Borrower securing the obligations of such Subsidiary to the Borrower or to another Subsidiary of the Borrower,
(ix) Liens on machinery and equipment of the Borrower located in the State of Connecticut to secure performance of the Borrower's grant obligations owing to the State of Connecticut or any political subdivision thereof in an aggregate principal amount not to exceed $2,500,000 from the date hereof, and
(x) Liens in respect of goods consigned to the Borrower or any of its Subsidiaries in the ordinary course of business, including, without limitation, goods which are the subject of tolling agreements or manufacturing and servicing agreements to which the Borrower or any of its Subsidiaries is a party; provided that such Liens are limited to the goods so consigned and the goods which are the subject of such agreements.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(ia) Permitted Liens,;
(iib) purchase money Liens (including Liens securing Capitalized Lease Obligations) upon or in any real property Property or equipment goods acquired or held by Paxar any of the Companies or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property Property or equipment goods or to secure Debt Indebtedness and/or other obligations incurred solely for the purpose of financing the acquisition of such property real Property or equipmentgoods, or Liens existing on such property real Property or equipment goods 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 propertyProperty) or and extensions, renewals or replacements of any of the foregoing for to the same or a lesser amount, extent the principal amount secured is not increased; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property Property or equipment goods being acquiredacquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Indebtedness secured by the Liens referred to in this clause (iib) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the greater of (i) $150,000,000 and (ii) an amount specified therefor equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.02(d)(iii)(C5.1.5) as determined at any the time outstanding,of, and immediately after giving effect to, the incurrence of such Lien (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York);
(iiic) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a6.2.2(c) hereto,;
(ivd) Liens arising in connection on (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)any of the Companies or any Material Subsidiary of any of the Companies or becomes a Material Subsidiary of any of the Companies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that no such Lien shall Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to or cover any assets other than those of the assets subject to Person so merged into or consolidated with any of the Companies or such Capitalized Leases, andSubsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary;
(ve) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed at any time outstanding the greater of (i) $250,000,000 and (ii) an amount equal to 2.5% of the Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment;
(f) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries;
(g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiic) or (d) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in to the extent the principal amount or change in any direct or contingent obligorsecured is not increased) of the Debt Indebtedness or other obligation secured thereby;
(h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien;
(i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2;
(j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement, and Liens on equity interests of joint ventures securing obligations of such joint ventures; and
(k) Liens on assets in order to secure defeased and/or discharged indebtedness.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and,
(vvi) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or other Liens securing Debt in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in an aggregate principal amount not to exceed the amount or change specified therefor in Section 5.02(d)(iii)(H) at any direct or contingent obligor) of the Debt secured therebytime outstanding.
Appears in 1 contract
Samples: Credit Agreement (Paxar Corp)
Liens, Etc. Create or suffer to existCreate, or permit any of its Subsidiaries to create incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assignfile or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Company or any other TiVo Party as debtor, or permit sign or suffer to exist, any of its Subsidiaries security agreement authorizing any secured party thereunder to file such financing statement, or assign, any accounts or other right to receive income, other thanexcept:
(i) Permitted Liens,Liens created under the Loan Documents;
(ii) Permitted Liens;
(iii) Liens existing on the Closing Date and described on Schedule 5.18 hereto;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Company or any of its Subsidiaries another Loan Party in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such property or equipmentequipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; and provided, provided further further, that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in permitted under Section 5.02(d)(iii)(C6.02(c)(iii) at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C6.02(c)(iv); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases;
(vi) Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(vii) Liens arising out of judgments or awards not constituting an Event of Default or a Potential Event of Default; provided that any such judgments or awards shall, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal (and shall have been discharged within 30 days after the expiration of any such stay); and
(vviii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyother Liens securing obligations not exceeding $500,000.
Appears in 1 contract
Samples: Credit Agreement (Tivo Inc)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date date hereof (“Existing Liens”), and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no replacing, extending or renewing any such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above Existing Liens upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyby such Existing Lien;
(ii) Permitted Liens;
(iii) Liens securing Debt and other Obligations that are not otherwise permitted to be secured pursuant to this Section 5.02(a) and Attributable Debt, provided that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 10% of the Consolidated Tangible Assets of the Reporting Group;
(iv) Liens on the assets of Film Special Purpose Vehicles securing Debt incurred for the purpose of effecting Permitted Film Financings;
(v) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content;
(vi) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business;
(vii) Liens on property purchased after the date of this Agreement provided that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item;
(viii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group, provided that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group;
(ix) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03
(x) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group;
(xi) Liens arising in connection with repurchase agreements, reverse purchase agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided that no such Lien shall extend to or cover any property or assets other than the securities subject thereto;
(xii) Liens attaching to deposits in connection with any letter of intent, purchase agreement or similar agreement in connection with acquisitions;
(xiii) any interest or title of a lessor or lessee under any lease (other than capital leases) entered in the ordinary course of business and covering only the asset so leased, to the extent that the same would constitute a Lien; and
(xiv) any extensions, renewals or replacements of any of the Liens referred to in the foregoing clauses (iv), (vii) and (viii); provided that such extensions, renewals or replacements are limited to all or part of the property securing the original Lien or any replacement of such property.
Appears in 1 contract
Samples: Bridge Credit Agreement (Twenty-First Century Fox, Inc.)
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcluding, however, from the operation of the foregoing restrictions the following:
(i) Permitted Liens,;
(ii) Liens granted pursuant to any Loan Document;
(iii) Liens on deposit accounts of the Parent and its Subsidiaries in respect of their cash pooling operations;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such property or equipment, or Liens existing on any 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, ; and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iiiv) plus and clause (v) below shall not exceed $100,000,000 at any time outstanding; 68457597_7
(v) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Parent or any Subsidiary of the Parent or becomes a Subsidiary of the Parent; provided that such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with the Parent or such Subsidiary or acquired by the Parent or such Subsidiary; provided, further, that the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (v) and clause (iv) below above shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivvi) Liens arising in connection with Capitalized Leases pursuant to one or more securitization programs permitted under pursuant to Section 5.02(d)(iii)(C5.02(c)(ii); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vvii) the replacement, extension or renewal of any Lien permitted by clause clauses (iiiiv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in addition of any direct or contingent obligor) of the Debt secured thereby;
(viii) Liens existing as of the Effective Date as described on Schedule 5.02(a);
(ix) Liens which are floating charges under English law in the form of an “industry standard” granted by Invesco Perpetual Life Limited (“IPLL”) on its revolving business assets (without attaching to any particular asset until the floating charge crystallises on insolvency events which will result in steps being taken to make payment of a dividend to creditors or where the reinsurance creditor reasonably considers this may happen) to reinsurance creditors to support the obligations of IPLL thereto under reinsurance contracts and limited in the amount secured to the amount which would have been recoverable had the secured amount been an unsecured debt owed to a direct policy holder of IPLL;
(x) Liens to secure Subsidiary Non-Recourse Debt, provided that no such Lien shall extend to or cover any properties or assets other than the property or assets being acquired with such Subsidiary Non-Recourse Debt and proceeds thereof;
(xi) Liens on assets sold and leased back pursuant to sale and leaseback transactions permitted by Section 5.02(c)(vii);
(xii) Liens securing Permitted Unit Investment Trust Debt;
(xiii) Liens consisting of statutory, common law or contractual setoff rights provided by the Parent and its Subsidiaries in the ordinary course of business; and
(xiv) Liens not otherwise permitted by this Section 5.02(a) on assets of the Parent and its Subsidiaries securing Debt or other obligations in the aggregate principal amount not to exceed $10,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property fixed or equipment capital assets acquired or held by Paxar the Company or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment assets or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentassets, or Liens existing on such property or equipment assets 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 propertyassets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties assets of any character other than the real property or equipment assets being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $50,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a5.2(a) hereto,
(iv) other Liens arising securing Debt in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount not to or cover exceed at any time outstanding an amount equal to 5% of the Consolidated assets other than of the assets subject to such Capitalized LeasesCompany and its Subsidiaries at the time of incurrence, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: Term Loan Agreement (Applera Corp)
Liens, Etc. Create The Borrower shall not, directly or indirectly, create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its propertiesProperties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanin each case to secure or provide for the payment of any Indebtedness of any Person, except:
(i) Permitted Liens,
(ii) purchase money Liens or purchase money security interests upon or in any real property or equipment Property acquired or held by Paxar the Borrower or any Subsidiary of its Subsidiaries the Borrower in the ordinary course of business to secure the purchase price of such property or equipment Property or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or Property;
(ii) Liens existing on such property or equipment Property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred acquisition);
(iii) Liens on Property of Persons which become Subsidiaries after the Initial Funding Date securing Indebtedness existing, with respect to finance any such Person, on the acquisition date such Person becomes a Subsidiary (other than any such Lien created in contemplation of such propertyPerson becoming a Subsidiary);
(iv) or extensionsLiens on Property of Persons which become Subsidiaries after the Initial Funding Date securing Indebtedness incurred by such Person after the date such Person becomes a Subsidiary; PROVIDED, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 howeverHOWEVER, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the aggregate principal amount of the indebtedness secured by a Lien Indebtedness referred to in this clause (iiiv) secured by Liens shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) 10,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) any Lien securing the replacementrenewal, extension or renewal refunding of any Indebtedness secured by any Lien permitted by clause (i), (ii), (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligoriv) of the Debt secured therebyabove.
Appears in 1 contract
Samples: Credit Agreement (Blockbuster Inc)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date date hereof (“Existing Liens”), and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no replacing, extending or renewing any such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above Existing Liens upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyby such Existing Lien;
(ii) Permitted Liens;
(iii) Liens securing Debt and other Obligations that are not otherwise permitted to be secured pursuant to this Section 5.02(a) and Attributable Debt; provided, that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 10% of the Consolidated Tangible Assets of the Reporting Group;
(iv) Liens on the assets of Content Special Purpose Vehicles securing Debt incurred for the purpose of effecting Permitted Content Financings;
(v) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content;
(vi) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business;
(vii) Liens on property purchased after the date of this Agreement; provided, that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item;
(viii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group; provided, that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group;
(ix) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03
(x) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group;
(xi) Liens arising in connection with repurchase agreements, reverse purchase agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided, that no such Lien shall extend to or cover any property or assets other than the securities subject thereto;
(xii) Liens attaching to deposits in connection with any letter of intent, purchase agreement or similar agreement in connection with acquisitions;
(xiii) any interest or title of a lessor or lessee under any lease (other than finance leases) entered in the ordinary course of business and covering only the asset so leased, to the extent that the same would constitute a Lien;
(xiv) any extensions, renewals or replacements of any of the Liens referred to in the foregoing clauses (iv), (vii) and (viii); provided, that such extensions, renewals or replacements are limited to all or part of the property securing the original Lien or any replacement of such property; and
(xv) Liens arising from attachments or judgments, orders or decrees for the payment of money not constituting an Event of Default.
Appears in 1 contract
Samples: Credit Agreement (Fox Corp)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries Subsidiary to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries Subsidiary to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) capital leases and purchase money Liens upon or in any real or personal property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection on property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)the Borrower or any Subsidiary or becomes a Subsidiary; provided that no such Lien shall Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover any assets other than those of the assets subject Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,
(v) assignments of the right to receive income or Liens in connection with any Permitted Receivables Financing, to the extent permitted under Section 5.02(d)(iv),
(vi) licenses, leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of the Borrower and its Subsidiaries taken as a whole,
(vii) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or any Subsidiary (other than a Receivables Subsidiary) in the ordinary course of business,
(viii) Liens arising out of judgments or awards in circumstances not constituting an Event of Default under Section 6.01 in respect of which the Borrower or any Subsidiary shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall have been secured a subsisting stay of execution pending such Capitalized Leasesappeal or proceedings, provided that the aggregate amount of all such judgments or awards does not exceed $25,000,000 at any time outstanding,
(ix) statutory, contractual and common law landlords’ liens under leases or subleases permitted by this Agreement,
(x) Liens (other than any Lien imposed by ERISA) (x) to secure the performance of tenders, statutory obligations (other than excise taxes), 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) or (y) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers, provided that the aggregate amount of deposits at any time pursuant to sub-clauses (x) and (y) shall not exceed $15,000,000 in the aggregate,
(xi) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement,
(xii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business (excluding any general inventory financing),
(xiii) other Liens securing Debt and other obligations (whether incurred by the Borrower or any of its Subsidiaries) in an aggregate principal amount not to exceed $50,000,000 at any time outstanding,
(xiv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business (excluding any general inventory financing),
(xv) banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts maintained with depository institutions in the ordinary course of business, and
(vxvi) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Restricted Subsidiaries to assign, any accounts or other right to receive income, other thanexcept:
(i) Permitted Liens,Liens created under the Loan Documents;
(ii) Permitted Liens;
(iii) Liens existing on the date hereof;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentequipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, constructed or improved and such improvements, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, ; and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in permitted under Section 5.02(d)(iii)(C7.02(b)(ii) at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ivv) Liens arising in connection with under Capitalized Leases permitted under Section 5.02(d)(iii)(CSections 7.02(b)(iii) and (xviii); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vvi) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower, or any Restricted Subsidiary, or becomes a Restricted Subsidiary; provided that (x) such merger or consolidation is otherwise permitted under the Loan Documents, and (y) such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Restricted Subsidiary or acquired by the Borrower or such Subsidiary;
(vii) other Liens securing Debt outstanding in an aggregate principal amount not to exceed $50,000,000 at any time;
(viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby;
(ix) Liens incurred pursuant to the Master Intercompany Agreements;
(x) leases or subleases, licenses, and sublicenses granted to others that do not materially interfere with the ordinary course of business of the Borrower or of any Restricted Subsidiary of the Borrower;
(xi) Liens arising from filing Uniform Commercial Code financing statements regarding leases;
(xii) Liens arising to the extent taxes are not required to be paid pursuant to Section 7.01(b);
(xiii) Liens encumbering customary initial deposits and margin deposits, and other Liens incurred in the ordinary course of business that are within the general parameters customary in the industry, in each case securing Debt under any Hedge Agreements;
(xiv) Liens securing Permitted Receivables Financings; and
(xv) Liens on accounts, inventory, related assets and any proceeds thereof of the Borrower and its Subsidiaries securing Debt permitted under Section 7.02(b)(xx).
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or any Domestic Subsidiary constituting Inventory, Credit Card Accounts Receivable, Pharmacy Receivables or any other Collateral (as defined in the Guarantee and Collateral Agreement as in effect on the Third Amendment Effective Date) or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive incomeRelated Intellectual Property, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Third Amendment Effective Date and described on Schedule 5.02(a) heretoin the Perfection Certificate,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(viii) the replacement, extension or renewal of any Lien permitted by clause (iiiii) above upon or in on the same property theretofore subject thereto (and on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligoramount) of the Debt secured thereby,
(iv) to the extent any Liens permitted by clause (ii) above are terminated (and not replaced, extended or renewed in accordance with clause (iii) above), Liens not otherwise permitted by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien (and the Debt secured thereby) shall be incurred no later than ninety (90) days after the termination of the Lien permitted by clause (ii) above, and (B) any such Lien shall be granted on the same property (and on any additions to such property or any property taken by the Loan Parties in replacement or substitution for such property) as the terminated Lien,
(v) Liens on Related Intellectual Property with Persons that have entered into an agreement, reasonably satisfactory to the Agent, acknowledging the limited license granted to the Co-Collateral Agents in such trademarks or trade names pursuant to the Loan Documents and agreeing to abide by, and not interfere with, such limited license; and
(vi) Liens to secure (A) the Existing Second Lien Notes and any Permitted Refinancing Debt with respect thereto and (B) additional Debt of the Borrowers for borrowed money in an aggregate principal amount not to exceed, at any time outstanding, the difference between $2,000,000,000 and the principal amount of Debt outstanding pursuant to the preceding clause (A), provided, that, (1) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (2) in the case of clause (B) only, the Pro Forma and Projected Capped Excess Availability is at least 15% of the Line Cap immediately after giving effect to the incurrence of such Debt, (3) such Lien shall be subordinate to the Lien of the Co-Collateral Agents and the holder of such Lien shall have entered into an intercreditor agreement substantially in the form of the Existing Intercreditor Agreement, or such other form as the Co-Collateral Agents may reasonably agree, (4) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party which do not constitute Collateral, the Co-Collateral Agents shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, subordinate to the Lien of the holder of such Debt pursuant to an intercreditor agreement substantially in the form of Exhibit F hereto, or such other form as the Co-Collateral Agents may reasonably agree, and (5) the documentation granting such Lien shall be in form and substance reasonably satisfactory to the Co-Collateral Agents in their Permitted Discretion.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date date hereof ("Existing Liens"), and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no replacing, extending or renewing any such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above Existing Liens upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyby such Existing Lien;
(ii) Permitted Liens;
(iii) Liens securing Debt and other Obligations that are not otherwise permitted to be secured pursuant to this Section 5.02(a) and Attributable Debt, provided that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 10% of the Consolidated Tangible Assets of the Reporting Group;
(iv) Liens on the assets of Film Special Purpose Vehicles securing Debt incurred for the purpose of effecting Permitted Film Financings;
(v) Liens created in favor of (x) a producer or supplier of television programming or films or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing and/or syndication of television programming or films, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such television programming or films;
(vi) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business;
(vii) Liens on property purchased after the date of this Agreement provided that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item;
(viii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group, provided that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group;
(ix) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03
(x) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group; and
(xi) any extensions, renewals or replacements of any of the Liens referred to in the foregoing clauses (iv), (vii) and (viii), provided such extensions, renewals or replacements are limited to all or part of the property securing the original Lien or any replacement of such property.
Appears in 1 contract
Liens, Etc. Create The Borrower shall not, directly or indirectly, create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its propertiesProperties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanin each case to secure or provide for the payment of any Indebtedness of any Person, except:
(i) Permitted Liens,
(ii) purchase money Liens or purchase money security interests upon or in any real property or equipment Property acquired or held by Paxar the Borrower or any Subsidiary of its Subsidiaries the Borrower in the ordinary course of business to secure the purchase price of such property or equipment Property or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or Property;
(ii) Liens existing on such property or equipment Property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred acquisition);
(iii) Liens on Property of Persons which become Subsidiaries after the Original Funding Date securing Indebtedness existing, with respect to finance any such Person, on the acquisition date such Person becomes a Subsidiary (other than any such Lien created in contemplation of such propertyPerson becoming a Subsidiary);
(iv) or extensions, renewals or replacements Liens on Property of any of Persons which become Subsidiaries after the foregoing for Original Funding Date securing Indebtedness incurred by such Person after the same or date such Person becomes a lesser amount, Subsidiary; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the aggregate principal amount of the indebtedness secured by a Lien Indebtedness referred to in this clause (iiiv) secured by Liens shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) 30,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(v) any Lien securing the replacementrenewal, extension or renewal refunding of any Indebtedness secured by any Lien permitted by clause (i), (ii), (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligoriv) of the Debt secured therebyabove.
Appears in 1 contract
Samples: Credit Agreement (Viacom Inc)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(iA) Permitted LiensLiens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b) hereof (including contracts entered into in connection with major construction projects); (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; and (D) easements, rights of way and other encumbrances on title to real property that do not materially adversely affect the use of such property for its present purposes, PROVIDED in each case, that no enforcement, execution, levy or foreclosure proceeding shall have been commenced that is not being contested in good faith and by proper proceedings with appropriate reserves being maintained,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Company or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, providedPROVIDED, 53 47 howeverHOWEVER, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further PROVIDED FURTHER that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) US$10,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) other Liens arising securing Debt in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount not to or cover exceed US$20,000,000 at any assets other than the assets subject to such Capitalized Leases, andtime outstanding,
(v) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, and
(vi) Liens, if any, resulting from the documents evidencing the Receivables Financing.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Geon Co)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described set forth on Schedule 5.02(a) hereto,
(iv) “Existing Liens”), and Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no replacing, extending or renewing any such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above Existing Liens upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.by such Existing Lien;
(ii) Permitted Liens;
(iii) Liens securing Debt and other Obligations that are not otherwise permitted to be secured pursuant to this Section 5.02(a) and Attributable Debt, provided that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 5 % of the Consolidated Tangible Assets of the Reporting Group;
(iv) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content;
(v) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business;
(vi) Liens on property purchased after the date of this Agreement provided that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item;
(vii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group, provided that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group;
(viii) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03;
(ix) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group; and
(x) Liens arising in connection with repurchase agreements, reverse purchase agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided that no such Lien shall extend to or cover any property or assets other than the securities subject thereto;
Appears in 1 contract
Samples: Credit Agreement (News Corp)
Liens, Etc. Create No Company shall create, incur, or suffer to exist, or permit exist any Lien upon any of its Subsidiaries to create or suffer to existproperty, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanexcept:
(ia) Liens existing on the date of execution of this Agreement and described on SCHEDULE 6.1;
(b) Customary Permitted Liens,;
(iic) purchase money Liens created in favor of any Agent and/or Lenders to secure all or any part of the Obligation;
(d) Liens upon property owned or leased by any Person existing at the time such Person becomes a Subsidiary of any Company, so long as such Lien covers the assets so encumbered immediately prior to the acquisition of such Subsidiary and was not incurred in any real anticipation of such acquisition;
(e) Liens upon property existing at the time of acquisition thereof or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within one hundred and twenty (120) days after, the acquisition of such property or equipment or to secure Debt incurred solely for the purpose of financing all or any part of the acquisition of purchase price thereof, so long as such Lien is limited to the property so acquired and the Debt secured thereby is not increased after the incurrence thereof or equipment, or Liens existing on such property or equipment at the time of its acquisition any refinancing thereof;
(other than f) any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) extension, renewal, or replacement (or successive extensions, renewals renewals, or replacements replacements) in whole or in part of any of Lien referred to in the foregoing for the same or a lesser amount, SUBSECTIONS (a) to (e); provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness Debt secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below thereby shall not exceed the principal amount specified therefor in Section 5.02(d)(iii)(Cof Debt so secured at the time of such extension, renewal, or replacement; and provided further, that such Lien shall be limited to all or such part of the property which secured the Lien so extended, renewed, or replaced; and
(g) additional Liens securing Debt so long as (i) no Potential Default or Event of Default exists on the date any such Lien is granted or created, and (ii) the aggregate amount of all Debt secured by all such additional Liens does not at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyexceed $35,000,000.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $100,000,000 at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a4.01(j) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted any court action or other legal proceeding so long as no Default under Section 5.02(d)(iii)(C); provided that no such Lien shall extend 6.01(f) has occurred and is continuing,
(v) other Liens securing Debt in an aggregate principal amount not to or cover exceed $50,000,000 at any assets other than the assets subject to such Capitalized Leasestime outstanding, and
(vvi) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Samples: Credit Agreement (Bausch & Lomb Inc)
Liens, Etc. Create or suffer permit to exist, exist or permit any of its Subsidiaries Subsidiary to create or suffer permit to existexist any Liens (including, with respect to the Collateral, any Lien subordinate to the Security Interest) on any of its property or assets, real or personal, except the following (the following being sometimes in this Agreement collectively referred to as the "Permitted Liens"):
(a) the Security Interest;
(b) liens for taxes either not yet delinquent or being contested in accordance with the provisions of Section 7.06;
(c) materialmen's, mechanics', workmen's, repairmen's, vendor's, employees' or other like liens arising in the ordinary course of business for amounts the payment of which shall not be delinquent, or which shall have been bonded, or the enforcement of which shall have been suspended (but then only for the duration of such suspension);
(d) liens arising out of judgments or awards against the Company or a Subsidiary (provided, however, that any such lien is discharged within 60 days after entry, or that the Company or such Subsidiary at the time shall in good faith be prosecuting an appeal or proceedings for review of such judgment or award and a stay of execution shall have been granted pending such appeal or proceedings, or that such lien shall have been bonded);
(e) leases of the Aircraft permitted by Section 8.15 and leases, other than Capital Leases, of any Aviation Unit not constituting a portion of the Aircraft;
(f) liens created by statute or lease agreement in favor of the landlord, as such, of any land upon which any portion of the Collateral is or may be located, which liens arise in the ordinary course of business and secure amounts the payment of which shall not be delinquent; provided, however, that any such lien created by or in respect of (i) any lease agreement executed and delivered after February 1, 1983 or (ii) any extension or renewal of any lease agreement in force and effect on February 1, 1983, which extension or renewal is effected pursuant to the exercise by the Company or any Affiliate after February 1, 1983 of an option to extend or renew any such lease agreement (other than by way of failure to terminate any lease agreement containing provisions for automatic extension or renewal), shall not be permitted under this Section 8.05 unless, by contract or by operation of law, such lien shall be junior and subordinate to the Security Interest;
(g) liens described on Schedule II attached hereto, provided that as long as this Agreement shall remain in effect, (i) the Indebtedness secured by such liens shall not increase in amount or in the actual or implicit interest rate payable thereon and shall not have the maturity of any principal payment due thereunder shortened and (ii) no such lien shall extend to or cover any property other than the property subject to such lien on the Effective Date; and
(h) a lien in favor of Fleet Credit Corporation, solely with respect to that certain Sikorsky S-76 helicopter bearing serial number 760096, not constituting a portion of the Aircraft, provided, however, that the value of said Aviation Unit, including its engine, shall not exceed $950,000, said value to be determined in the manner provided herein for the determination of "Appraised Value," notwithstanding that the subject Aviation Unit does not constitute a portion of the Aircraft. The Company covenants that if it or any Subsidiary shall create or assume any mortgage, pledge, security interest, encumbrance, lien or charge of any kind upon any of its propertiesproperty or assets, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) than Permitted Liens,
(ii) purchase money Liens upon , it will make or in cause to be made effective provisions whereby the Notes will be secured by such mortgage, pledge, security interest, encumbrance, lien or charge equally and ratably with any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (and all other than Indebtedness thereby secured as long as 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, 53 47 however, that no such Lien other Indebtedness shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebybe so secured.
Appears in 1 contract
Liens, Etc. Create No Credit Party shall create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, exist any Lien on or with in respect to of any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, except that each Credit Party may create, incur, assume, or suffer to exist any of the following, in each case, solely to the extent that such Liens are not granted for the direct or indirect benefit of any Unrestricted Subsidiary (other than:than (x) any Liens permitted under Section 4.29(m) to secure Permitted Subordinated Debt, solely to the extent that the proceeds of such Indebtedness constitute Non-Recourse Investment Assets and are used to make Investments in Unrestricted Subsidiaries that are permitted under the terms of this Indenture, (y) Liens permitted under Section 4.29(d), Section 4.29(i), Section 4.29(w), Section 4.29(ee) and Section 4.29(ff), and (z) Liens permitted under Section 4.29(jj), in the case of clause (x) and (y), to the extent such Liens (and the obligations that they secure, if any) are on terms that are no less favorable to the Credit Party, than those that might be obtained at the time from a Person who is not an Affiliate):
(ia) Permitted Liens,Liens granted pursuant to the Security Documents and securing the Obligations;
(iib) purchase money Liens or interests of lessors under Capital Leases or purchase money security interests upon or in any real property Equipment or equipment for other fixed or capital assets acquired or held by Paxar or any of its Subsidiaries Credit Party in the ordinary course of business to secure business; provided that, the purchase price principal amount of Indebtedness secured by such property or equipment or to secure Debt Liens shall not exceed $3,500,000 in the aggregate at any time outstanding and that such Indebtedness (i) was incurred solely for the purpose of financing the purchase, acquisition 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 improvement of the foregoing for the same Property purchased, acquired or a lesser amountimproved (or refinancing such Indebtedness), provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall is secured only by such Property so purchased, acquired or improved and the proceeds and products thereof and not exceed $500,000by any other Property of any Credit Party, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (iiiii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall does not exceed the amount specified therefor aggregate purchase price of such Property except as otherwise permitted pursuant to a Permitted Refinancing of such Indebtedness; provided, that in Section 5.02(d)(iii)(C) at any time outstanding,each case, individual financing of Equipment provided by one purchase money lender or lessor may be cross-collateralized to other outstanding financings of Equipment or other fixed or capital assets provided by such purchase money lender or lessor;
(iiic) the Liens existing on the Effective Date for taxes, assessments, or other governmental charges or levies not yet due or not yet delinquent or, if delinquent, that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and described on Schedule 5.02(a) hereto,such reserve as may be required by GAAP shall have been made therefor;
(ivd) Liens in favor of vendors, carriers, producers, growers, warehousemen, toll manufacturers, repairmen, mechanics, workmen, materialmen, construction, landlords, laborers, suppliers, purifiers, processors or similar Liens arising by operation of law, in each case, 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) [Reserved]
(f) Liens arising in connection with Capitalized Leases permitted the ordinary course of business out of pledges or deposits under Section 5.02(d)(iii)(C); provided that no such Lien shall extend workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or cover statutory obligations of any assets other than the assets subject to such Capitalized Leases, andCredit Party;
(vg) Liens set forth on Schedule 4.29 to the replacementIndenture to the extent that such Liens do not secure loans, extension bonds or renewal other borrowed money;
(h) easements, rights-of-way, restrictions, farm leases and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in any Credit Party’s industry, none of which materially interfere with the ordinary conduct of the business of any Lien permitted by clause (iii) above upon Credit Party or in materially detract from the same property theretofore subject thereto value or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) use of the Debt secured thereby.Property to which they apply;
Appears in 1 contract
Samples: Indenture (Gevo, Inc.)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to No Group Member shall create or suffer to exist, any Lien on upon or with respect to any of its propertiestheir respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive incomeincome or profits, other thanexcept for the following:
(ia) Permitted Liens,Liens created pursuant to the Loan Documents; AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(iib) Liens existing on the Amendment No. 3 Effective Date and disclosed on Schedule 8.2 (Existing Liens);
(c) Customary Permitted Liens on the assets of Group Members;
(d) purchase money or mortgage Liens upon granted by any Group Member (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time, on or after the date hereof, of such Group Member’s acquisition thereof) securing Indebtedness permitted under Section 8.1(d) or Section 8.1(k) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money or mortgage Indebtedness or subject to such Capital Lease or assumed in connection with the Acquisition;
(e) any real property Lien securing the renewal, extension, refinancing or equipment acquired refunding of any Indebtedness secured by any Lien permitted by clause (b) or held by Paxar (d) above or this clause (e) without any of its Subsidiaries change in the ordinary course assets subject to such Lien;
(f) Liens in favor of business lessors securing operating leases (to secure the purchase price extent such operating leases are permitted hereunder) or, to the extent such transactions create a Lien hereunder, sale and leaseback transactions;
(g) Liens not otherwise permitted by the foregoing clauses of such property this Section 8.2 securing obligations or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition other liabilities (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyIndebtedness) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, Loan Party; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum Dollar Equivalent of the aggregate principal outstanding amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below all such obligations and liabilities shall not exceed the amount specified therefor in greater of $50,000,000 and 0.216% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 5.02(d)(iii)(C6.1(a) at any time outstanding,or (b) (Financial Statements);
(iiih) any Lien in respect of Indebtedness permitted under Section 8.1(k) (Indebtedness), limited in each case to the Liens existing on property of the Effective Date and described on Schedule 5.02(a) hereto,Person or the assets acquired with the proceeds of such Indebtedness;
(ivi) Liens arising in connection with Capitalized Leases the sale or disposition of Accounts permitted under Section 5.02(d)(iii)(C8.4(a) (Sale of Assets); provided that no such Lien shall extend ;
(j) Liens securing Indebtedness incurred pursuant to or cover any assets Section 8.1(o) (Indebtedness), limited in each case to property other than Collateral;
(k) any Lien on hospital facilities securing obligations not constituting Indebtedness provided, however, that the assets aggregate appraised value of all hospital facilities that are subject to Liens permitted by this clause (k) shall not exceed the greater of $150,000,000 and 0.647% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements) at any time;
(l) Liens on inventory not constituting Collateral, securing trade payables incurred in the ordinary course of business; provided, however, that the aggregate book value of all such Capitalized Leasesinventory that is subject to Liens permitted by this clause (l) shall not exceed the greater of $60,000,000 and 0.259% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements) at any time; AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
(m) Liens securing Indebtedness incurred pursuant to Section 8.1(q) (Indebtedness), limited in each case to property other than Collateral; and
(vn) Liens in favor of the replacement, extension Borrower or renewal of any Lien Guarantor securing Indebtedness permitted by clause Section 8.1(f) (iii) above upon or Indebtedness), limited in the same each case to property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyother than Collateral.
Appears in 1 contract
Liens, Etc. Create or suffer to existexist any Lien, other charge or ---------- encumbrance, or permit any other type of its Subsidiaries to create or suffer to existpreferential arrangement, any Lien on upon or with respect to any of its propertiesthe assets of any Borrower, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, other than:in each case to secure or provide for the payment of any Debt of any Person, except for the following Liens ("Permitted Liens"):
(i) Permitted Liens,Liens arising under this Agreement, the Security Agreement, and any other lien granted or to be granted in any Other Agreements in favor of Bank;
(ii) purchase money Liens for current taxes, assessments or other governmental charges which are not delinquent or remain payable without any penalty, or the validity of which are contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof and reserves are set aside therefor to the extent required by GAAP;
(iii) deposits or in any real property pledges to secure (A) statutory obligations; (B) surety or equipment acquired appeal bonds; (C) bonds for release of attachment, stay of execution or held by Paxar injunction; or any (D) performance of its Subsidiaries bids, tenders, contracts (other than for the repayment of Debt) or leases, or for purposes of like general nature in the ordinary course of business its business;
(iv) any Lien renewing, extending or refunding any Lien in amounts not to secure exceed $500,000 in any 12 month period permitted by clauses (i) through (iii) above, provided that the purchase price principal amount secured is not increased, and the Lien is not extended to other property;
(v) Liens currently existing on Property of the Borrowers and disclosed on Schedule 7.3(a)(v) hereto; and
(vi) any Lien (A) on assets acquired, constructed or improved by the Borrower, provided that (1) the Lien and Debt secured thereby is incurred prior to or within 90 days after such acquisition or completion of such construction or improvement (2) the Debt secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such asset, (3) such security interests shall not apply to any other property or equipment assets of the Borrower and (B) existing on any fixed or capital asset prior to secure Debt incurred solely for the purpose of financing the acquisition thereof by the Borrower in an acquisition of the business or any part of a business of any Person provided (1) such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien is not created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition, (2) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend not apply to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Borrower and (3) such Lien referred to in this clause (ii) shall not exceed $500,000secure only those obligations which it secures on the date of such acquisition, and provided further that the sum of the aggregate outstanding principal amount of the indebtedness all such Debt secured by the Liens referred to permitted in this clause (iiSection 7.3(a)(vi) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall does not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change $500,000 in any direct or contingent obligor) of the Debt secured thereby12 month period.
Appears in 1 contract
Samples: Loan Agreement (Boss Holdings Inc)
Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(ia) Permitted Liens,;
(iib) purchase money Liens upon or in any real property Property or equipment goods acquired or held by Paxar any of the Companies or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property Property or equipment goods or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property real Property or equipmentgoods, or Liens existing on such property real Property or equipment goods 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 propertyProperty) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property Property or equipment goods being acquiredacquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Indebtedness secured by the Liens referred to in this clause (iib) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed $60,000,000 (for the amount specified therefor purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 5.02(d)(iii)(C9-102(44) at any time outstanding,of the Uniform Commercial Code as in effect in the State of New York);
(iiic) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a6.2.2(c) hereto,;
(ivd) Liens arising in connection on (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)any of the Companies or any Material Subsidiary of any of the Companies or becomes a Material Subsidiary of any of the Companies; provided that no such Lien shall Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover any assets other than those of the assets subject to Person so merged into or consolidated with any of the Companies or such Capitalized Leases, andSubsidiary or acquired by any of the Companies or such Subsidiary;
(ve) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed $60,000,000 at any time outstanding;
(f) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries;
(g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiic) or (d) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt Indebtedness or other obligation secured thereby;
(h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of 5% of the Consolidated shareholders’ equity of Harley as shown on the most recent annual Consolidated financial statements of Harley; and
(i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2.
Appears in 1 contract
Liens, Etc. Create (i) Create, assume, incur or suffer to exist, or permit any of its Subsidiaries Subsidiary to create create, assume, incur, or suffer to exist, any Lien on upon any stock or with respect to any of its propertiesindebtedness, whether now owned or hereafter acquired, of any Subsidiary, to secure any Debt of the Borrower or assignany other Person (other than the Advances made hereunder), without in any such case making effective provision whereby all of the Advances made hereunder shall be directly secured equally and ratably with such Debt, excluding, however, from the operation of the foregoing provisions of this paragraph (i)(A) any Lien upon stock or indebtedness of any corporation existing at the time such corporation becomes a Subsidiary, or existing upon stock or indebtedness of a Subsidiary at the time of acquisition of such stock or indebtedness, and any extension, renewal, or replacement (or successive extensions, renewals, or replacements) in whole or in part of any such Lien; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal, or replacement; and; provided further that such Lien shall be limited to all or such part of the stock or indebtedness which secured the Lien so extended, renewed, or replaced and (B) so long as Norcen's capital stock constitutes Margin Stock, such portion (but only such portion) of Norcen's capital stock as it shall be necessary to exclude from the operation of this paragraph in order to avoid Margin Stock constituting more than 25% of the value of all assets subject to this Section 5.02(a);
(ii) create, assume, incur, or suffer to exist, or permit any of its Subsidiaries Restricted Subsidiary to assigncreate, assume, incur or suffer to exist, any right Lien upon any Principal Property, whether owned or leased on the date hereof or hereafter acquired, to receive incomesecure any Debt of the Borrower or any other Person (other than the Advances made hereunder), other than:without in any such case making effective provision whereby all of the Advances made hereunder shall be directly secured equally and ratably with such Debt, excluding, however, from the operation of the foregoing provisions of this paragraph (ii):
(iA) Permitted Liens,any Lien upon property owned or leased by any corporation existing at the time such corporation becomes a Restricted Subsidiary, so long as such Lien covers, either (x) the assets so encumbered immediately prior to an acquisition of the Restricted Subsidiary or (y) assets substituted for any assets described in clause (x) preceding (the "acquired assets"), so long as the approximate fair market value of the substituted assets does not exceed the approximate fair market value of the acquired assets for which the substitution is being made;
(iiB) purchase money Liens any Lien upon property existing at the time of acquisition thereof or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or equipment or to secure Debt incurred solely for the purpose of financing all or any part of the acquisition purchase price thereof, so long as such Lien is limited to the property so acquired;
(C) any Lien upon property to secure all or any part of the cost of exploration, drilling, development, construction, alteration, repair, or improvement of all or any part of such property or equipmentproperty, or Liens existing on such property or equipment Debt incurred prior to, at the time of, or within 180 days after, the completion of its acquisition such exploration, drilling, development, construction, alteration, repair, or improvement for the purpose of financing all or any part of such cost;
(other than D) any such Lien securing Debt of a Restricted Subsidiary owing to the Borrower or to another Restricted Subsidiary;
(E) any Lien existing on the date of execution of this Agreement and set forth on Schedule III hereto;
(F) Liens created in contemplation favor of Banks to secure the Obligation;
(G) any Liens securing Debt of Borrower under the Existing Credit Agreements, so long as the Banks are granted Liens of equal priority upon any property to which such acquisition that were not incurred to finance Liens under the acquisition of such propertyExisting Credit Agreements attach; and
(H) any extension, renewal, or replacement (or successive extensions, renewals renewals, or replacements replacements) in whole or in part of any of Lien referred to in the foregoing for the same or a lesser amountclauses (A) to (G), inclusive; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness Debt secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below thereby shall not exceed the principal amount specified therefor in of Debt so secured at the time of such extension, renewal, or replacement; and; provided further that such Lien shall be limited to all or such part of the property which secured the Lien so extended, renewed, or replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this paragraph (ii), the Borrower may, and may permit any Restricted Subsidiary to, create, assume, incur, or suffer to exist any Lien upon any Principal Property which is not excepted by clauses (A) through (F), above, without equally and ratably securing the Advances; provided that the aggregate amount of Debt then outstanding secured by such Lien and all similar Liens does not exceed the greater of (i) $150,000,000, and (ii) 10% of the total consolidated stockholders' equity of the Borrower as shown on the most recently audited consolidated balance sheet required to be delivered to the Banks pursuant to Section 5.02(d)(iii)(C) at 5.01(b)(ii). For the purpose of this paragraph (ii), the following types of transactions shall not be deemed to create a Lien to secure any time outstanding,Debt:
(iiiA) the Liens existing on sale or other transfer of (y) any oil, gas, or minerals in place for a period of time until, or in an amount such that, the Effective Date and described on Schedule 5.02(apurchaser will realize therefrom a specified amount of money (however determined) hereto,or a specified amount of such oil, gas, or minerals, or (z) any other interest in property of the character commonly referred to as a "production payment"; and
(ivB) Liens arising any Lien in favor of the United States of America or any state thereof, or any other country, or any political subdivision of any of the foregoing, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute, or any Lien upon property of the Borrower or a Restricted Subsidiary intended to be used primarily for the purpose of, or in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)with, air or water pollution control; provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyBorrower or a Restricted Subsidiary.
Appears in 1 contract
Samples: 364 Day Competitive Advance/Revolving Credit Agreement (Union Pacific Resources Group Inc)
Liens, Etc. Create or suffer to exist, or permit any of its --------- Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person other than:
than (i) Permitted Liens,
Liens in favor of the Bank; (ii) Liens reflected on the financial statements referred to in Section 5.01(e) hereof and other Liens existing on the date hereof and set forth in Schedule 6.02(h) hereto; (iii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business up to a maximum of $500,000 to secure the purchase price of such property or equipment or to secure Debt indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or : (iv) Liens existing on such property acquired by the Borrower or equipment at the time any Subsidiary, and all refundings and extensions 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredLiens, and no such extension(v) Liens, renewal or replacement shall extend deposits and/or pledges made to or cover any properties not theretofore subject to secure the Lien being extended, renewed or replaced, performance of operating leases; provided further that the principal amount of the indebtedness Debt secured by a any such Lien referred to in this clause (ii) permitted hereunder shall not exceed $500,000an 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 provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no none of such Lien liens or security interests shall extend to other assets of the Borrower or cover any its Subsidiaries. The Bank acknowledges that the Borrower has an existing first mortgage indenture encumbering substantially all of its assets other than the assets subject to such Capitalized Leasessecure three series (A, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligorB and C) of the Debt secured therebyfirst mortgage bonds.
Appears in 1 contract
Liens, Etc. Create No Credit Party shall create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, exist any Lien on or with in respect to of any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, except that each Credit Party may create, incur, assume, or suffer to exist any of the following, in each case, solely to the extent that such Liens are not granted for the direct or indirect benefit of any Excluded Subsidiary (other than:than (x) any Liens permitted under Section 6.1(m) to secure Permitted Subordinated Debt, solely to the extent that the proceeds of such Debt constitute Non-Recourse Investment Assets and are used to make Investments in Excluded Subsidiaries that are permitted under the terms of this Agreement and (y) Liens permitted under Section 6.1(d), Section 6.1(i), Section 6.1(w), Section 6.1(ee) and Section 6.1(ff), in each case, to the extent such Liens (and the obligations that they secure, if any) are on terms that are no less favorable to the Credit Party, than those that might be obtained at the time from a Person who is not an Affiliate):
(ia) Permitted Liens,Liens granted pursuant to the Security Instruments and securing the Obligations;
(iib) purchase money Liens or interests of lessors under Capital Leases or purchase money security interests upon or in any real property Equipment or equipment for other fixed or capital assets acquired or held by Paxar or any of its Subsidiaries Credit Party in the ordinary course of business to secure business; provided that, the purchase price principal amount of Debt secured by such property or equipment or to secure Liens shall not exceed $2,500,000 in the aggregate at any time outstanding and that such Debt (i) was incurred solely for the purpose of financing the purchase, acquisition 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 improvement of the foregoing for the same Property purchased, acquired or a lesser amountimproved (or refinancing such Debt), provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall is secured only by such Property so purchased, acquired or improved and the proceeds and products thereof and not exceed $500,000by any other Property of any Credit Party, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (iiiii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall does not exceed the amount specified therefor aggregate purchase price of such Property except as otherwise permitted pursuant to a Permitted Refinancing of such Debt; provided, that in Section 5.02(d)(iii)(C) at any time outstanding,each case, individual financing of Equipment provided by one purchase money lender or lessor may be cross-collateralized to other outstanding financings of Equipment or other fixed or capital assets provided by such purchase money lender or lessor;
(iiic) the Liens existing on the Effective Date for taxes, assessments, or other governmental charges or levies not yet due or not yet delinquent or, if delinquent, that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings, and described on Schedule 5.02(a) hereto,such reserve as may be required by GAAP shall have been made therefor;
(ivd) Liens in favor of vendors, carriers, producers, growers, warehousemen, toll manufacturers, repairmen, mechanics, workmen, materialmen, construction, landlords, laborers, suppliers, purifiers, processors or similar Liens arising by operation of law, in each case, 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 secure the Debt and other obligations under Convertible Notes issued pursuant to the Indenture and all other obligations owed by Credit Parties under the Convertible Notes, the Indenture and other Indenture Documents;
(f) Liens arising in connection with Capitalized Leases permitted the ordinary course of business out of pledges or deposits under Section 5.02(d)(iii)(C); provided that no such Lien shall extend workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or cover statutory obligations of any assets other than the assets subject to such Capitalized Leases, andCredit Party;
(vg) Liens set forth on Schedule 6.1 to the replacementextent that such Liens do not secure loans, extension bonds or renewal other borrowed money;
(h) easements, rights-of-way, restrictions, farm leases and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in any Credit Party’s industry, none of which materially interfere with the ordinary conduct of the business of any Lien permitted by clause (iii) above upon Credit Party or in materially detract from the same property theretofore subject thereto value or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) use of the Debt secured thereby.Property to which they apply,
Appears in 1 contract
Samples: Term Loan Agreement (Gevo, Inc.)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(iA) Permitted LiensLiens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b) hereof (including contracts entered into in connection with major construction projects); (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; and (D) easements, rights of way and other encumbrances on title to real property that do not materially adversely affect the use of such property for its present purposes, provided in each case, that no enforcement, execution, levy or foreclosure proceeding shall have been commenced that is not being contested in good faith and by proper proceedings with appropriate reserves being maintained,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Company or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $25,000,000, at any time outstanding,.
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) on and after October 1, 2003, other Liens arising securing Debt in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount not to or cover exceed $40,000,000 at any assets other than the assets subject to such Capitalized Leases, andtime outstanding,
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby,
(vi) Liens, if any, resulting from the documents evidencing the Receivables Financing, and
(vii) Liens created under the Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (Polyone Corp)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien securing Debt on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive incomeincome to secure any Debt, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedEffective Date, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in this clause (i) shall not exceed $130,000,000,
(ii) plus other Liens secured by real estate assets, provided that the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in this clause (iv) below shall ii)shall not exceed ten percent of the amount specified therefor Guarantor's total assets (as shown on the most recent financial statements delivered in accordance with Section 5.02(d)(iii)(C5.01(h)) at any time outstanding,
(iii) other Liens securing Debt in an aggregate principal amount not to exceed two percent of the Liens existing Guarantor's total assets (as shown on the Effective Date and described on Schedule 5.02(amost recent financial statements delivered in accordance with Section 5.01(h)) heretoat any time outstanding, provided that no such Liens shall encumber any current assets of the Guarantor or any of its Subsidiaries, provided, further, that for purposes of the foregoing proviso the current portion of a long-term receivable subject to a Lien will not be treated as a current asset,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to favor of the Guarantor or cover any assets other than the assets subject to such Capitalized Leasesof its Subsidiaries, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iiii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcluding, however, from the operation of the foregoing restrictions the following:
(i) Permitted Liens,;
(ii) Liens granted pursuant to any Loan Document;
(iii) Liens on deposit accounts of the Parent and its Subsidiaries in respect of their cash pooling operations;
(iv) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such property or equipment, or Liens existing on any 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired;
(v) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Parent or any Subsidiary of the Parent or becomes a Subsidiary of the Parent; provided that such Liens were not created in contemplation of such merger, consolidation or investment and no such extension, renewal or replacement shall do not extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount assets other than those of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that Person merged into or consolidated with the sum of the aggregate principal amount of the indebtedness secured Parent or such Subsidiary or acquired by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,Parent or such Subsidiary;
(iiivi) the Liens arising pursuant to one or more securitization programs permitted pursuant to Section 5.02(c)(ii);
(vii) [Intentionally Omitted];
(viii) Liens existing on as of the Effective Date and as described on Schedule 5.02(a) hereto,);
(ivix) Liens arising which are floating charges under English law in connection with Capitalized Leases permitted the form of an “industry standard” granted by Invesco Perpetual Life Limited (“IPLL”) on its revolving business assets (without attaching to any particular asset until the floating charge crystallises on insolvency events which will result in steps being taken to make payment of a dividend to creditors or where the reinsurance creditor reasonably considers this may happen) to reinsurance creditors to support the obligations of IPLL thereto under Section 5.02(d)(iii)(C); reinsurance contracts and limited in the amount secured to the amount which would have been recoverable had the secured amount been an unsecured debt owed to a direct policy holder of IPLL;
(x) Liens to secure Subsidiary Non-Recourse Debt, provided that no such Lien shall extend to or cover any properties or assets other than the property or assets subject being acquired with such Subsidiary Non-Recourse Debt and proceeds thereof;
(xi) Liens on assets sold and leased back pursuant to sale and leaseback transactions permitted by Section 5.02(c)(vi);
(xii) Liens securing Permitted Unit Investment Trust Debt;
(xiii) Liens consisting of statutory, common law or contractual setoff rights provided by the Parent and its Subsidiaries in the ordinary course of business;
(xiv) Liens not otherwise permitted by this Section 5.02(a) on assets of the Parent and its Subsidiaries securing Debt or other obligations in an aggregate principal amount not to exceed, when combined with the aggregate principal amount of Adjusted Debt incurred under Section 5.02(g) and outstanding at the time of determination, the greater of (A) $600,000,000 and (B) thirty percent (30%) of EBITDA for the four consecutive fiscal quarters ended on or immediately prior to such Capitalized Leases, time; and
(vxv) Cash deposits and/or securities securing obligations in respect of Hedge Agreements entered into for the replacement, extension purpose of asset or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyliability management.
Appears in 1 contract
Samples: Credit Agreement (Invesco Ltd.)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date date hereof (“Existing Liens”), and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no replacing, extending or renewing any such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above Existing Liens upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyby such Existing Lien;
(ii) Permitted Liens;
(iii) Liens securing Debt and other Obligations that are not otherwise permitted to be secured pursuant to this Section 5.02(a) and Attributable Debt, provided that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 10% of the Consolidated Tangible Assets of the Reporting Group;
(iv) Liens on the assets of Film Special Purpose Vehicles securing Debt incurred for the purpose of effecting Permitted Film Financings;
(v) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content;
(vi) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business;
(vii) Liens on property purchased after the date of this Agreement provided that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item;
(viii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group, provided that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group;
(ix) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03
(x) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group;
(xi) Liens arising in connection with repurchase agreements, reverse purchase agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided that no such Lien shall extend to or cover any property or assets other than the securities subject thereto;
(xii) Liens attaching to deposits in connection with any letter of intent, purchase agreement or similar agreement in connection with acquisitions;
(xiii) any interest or title of a lessor or lessee under any lease (other than capital leases) entered in the ordinary course of business and covering only the asset so leased, to the extent that the same would constitute a Lien; and
(xiv) any extensions, renewals or replacements of any of the Liens referred to in the foregoing clauses (iv), (vii) and (viii), provided such extensions, renewals or replacements are limited to all or part of the property securing the original Lien or any replacement of such property.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person other than:
than (i) Permitted Liens,
Liens in favor of the Bank; (ii) Liens on the capital stock of Tecon in favor of Bank of America, N.A, under the BofA Loan Documents; (iii) following the closing of the Tecon Acquisition, Liens on the assets of Tecon in existence on the closing date of the Tecon Acquisition which secure the bond indebtedness of Tecon referred to in, and permitted under, clause (ii) of Section 6.02(e) below; (iv) Liens existing on the date hereof and set forth in Schedule 6.02(d) hereto; (v) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business with respect to principal indebtedness up to a maximum of $2,000,000 to secure the purchase price of such property or equipment or to secure Debt indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or ; (vi) Liens existing on such property acquired by the Borrower or equipment at the time any Subsidiary, and all refundings and extensions of its acquisition (other than any such Liens created in contemplation Liens; (vii) Liens, deposits and/or pledges made to secure the performance 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, operating leases; provided further that the principal amount of the indebtedness Debt secured by a any such Lien referred to in this clause (ii) permitted hereunder shall not exceed $500,000an 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 provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no none of such Lien liens or security interests shall extend to or cover any other assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.Borrower or its Subsidiaries;
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Lien on lien, security interest or other charge or encumbrance (“Lien”) upon or with respect to any of its propertiesproperties (other than Margin Stock), whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person or entity, other than:
than (i) Permitted Liens,
(i) Liens securing Debt which in the aggregate principal amount does not exceed $500,000,000, outstanding at any time, (ii) purchase money (ii) Liens upon granted by any Consolidated Subsidiary as security for any Debt owing to the Company or in to a Wholly-Owned Consolidated Subsidiary, (iii) Liens securing Debt permitted by Section 5.02(d)(iii); provided that (x) such Lien shall not apply to any real other property or equipment acquired assets of the Company or held by Paxar or any its Consolidated Subsidiaries and (y) such Lien shall not have been incurred in anticipation of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentSubsidiary, or (iv) Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created securing Debt assumed in contemplation of such acquisition that were not incurred to finance connection with the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, assets and no such any extension, renewal renewal, refinancing or replacement shall extend to thereof in whole or cover any properties in part; provided that such renewal, refinancing or replacement does not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of increase the aggregate principal amount of the indebtedness secured by the Liens referred such Debt (except for increases in an amount not to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date accrued interest, premium, fees and described on Schedule 5.02(a) hereto,
(iv) Liens arising expenses in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(Ctherewith); provided further that no (x) such Lien shall extend not apply to any other property or cover any assets other than of the assets subject to Company or its Consolidated Subsidiaries and (y) such Capitalized Leases, and
Lien shall not have been incurred in anticipation of such acquisition and (v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or Liens in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) favor of the Debt secured thereby.Agent, any Issuing Bank or any Bank pursuant to the Loan Documents;
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(ia) Permitted Liens,;
(iib) purchase money Liens (including Liens securing Capitalized Lease Obligations) upon or in any real property Property or equipment goods acquired or held by Paxar any of the Companies or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property Property or equipment goods or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property real Property or equipmentgoods, or Liens existing on such property real Property or equipment goods 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 propertyProperty) or and extensions, renewals or replacements of any of the foregoing for to the same or a lesser amount, extent the principal amount secured is not increased; provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property Property or equipment goods being acquiredacquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Indebtedness secured by the Liens referred to in this clause (iib) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the greater of (i) $150,000,000 and (ii) an amount specified therefor equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.02(d)(iii)(C5.1.5) as determined at any the time outstanding,of, and immediately after giving effect to, the incurrence of such Lien (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York);
(iiic) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a6.2.2(c) hereto,;
(ivd) Liens arising in connection on (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)any of the Companies or any Material Subsidiary of any of the Companies or becomes a Material Subsidiary of any of the Companies or at the time any of the Companies or any Material Subsidiary of any of the Companies otherwise acquires such Property from such Person; provided that no such Lien shall Liens or assignments were not created in contemplation of such merger, consolidation or acquisition, or such Person becoming a Material Subsidiary, and do not extend to or cover any assets other than those of the assets subject to Person so merged into or consolidated with any of the Companies or such Capitalized Leases, andSubsidiary or acquired by any of the Companies or such Subsidiary or those of such Person becoming a Material Subsidiary;
(ve) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed at any time outstanding the greater of (i) $250,000,000 and (ii) an amount equal to 2.5% of the Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien or the making of such assignment;
(f) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries;
(g) the replacement, extension or renewal of any Lien or assignment permitted by clause (iiic) or (d) above upon or in the same property Property theretofore subject thereto or the replacement, extension or renewal (without increase in to the extent the principal amount or change in any direct or contingent obligorsecured is not increased) of the Debt Indebtedness or other obligation secured thereby;
(h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of the greater of (i) $150,000,000 and (ii) an amount equal to 1.5% of Consolidated Total Assets (determined by reference to the most recent financial statements of Harley delivered pursuant to Section 6.1.9(a) or 6.1.9(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 6.1.9(a) or 6.1.9(b), the most recent financial statements referred to in Section 5.1.5) as determined at the time of, and immediately after giving effect to, the incurrence of such Lien;
(i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Section 6.2.2;
(j) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement, and Liens on equity interests of joint ventures securing obligations of such joint ventures; and
(k) Liens on assets in order to secure defeased and/or discharged indebtedness.
Appears in 1 contract
Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties, properties of any character whether now owned or hereafter acquired, acquired or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcept:
(ia) Liens created under the Loan Documents;
(b) Permitted Liens,;
(iic) purchase money Liens existing on the Closing Date and described on Schedule 7.1(c) hereto;
(d) Liens upon or in any real property or equipment an asset acquired or held by Paxar the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentasset to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, foregoing; provided, 53 47 however, that (i) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (ii) no such Lien shall extend to or cover any properties of any character asset other than the real property or equipment asset being acquired, constructed or improved and any attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties asset not theretofore subject to the Lien being extended, renewed or replaced, ; provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness Debt secured by the Liens referred to in permitted by this clause (iid) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in permitted under Section 5.02(d)(iii)(C7.2(e) at any time outstanding,;
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(ive) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C7.2(f); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and;
(vf) Liens arising in connection with Debt permitted under Section 7.2(l); provided that no such Lien shall extend to or cover any assets other than the assets of the relevant borrowing entity;
(g) the replacement, extension or renewal of any Lien permitted by clause (iiic) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount (except by an amount equal to accrued and unpaid interest and premium thereon plus fees, original issue discount and expenses incurred in connection with such replacement, extension or renewal) or change in any direct or contingent obligor) of the Debt secured thereby;
(h) Liens on assets of the Borrower or any of its Subsidiaries arising in connection with Sale and Leaseback Transactions permitted under Section 7.5(h);
(i) Liens on assets that are the subject of, or are customarily subject to Liens relating to, Permitted Receivables Financings;
(j) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary of the Borrower, in each case after the Closing Date; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary of the Borrower, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property to the extent included in the grant of such Lien), and (C) the Debt secured thereby is permitted under Section 7.2(p);
(k) customary Liens and setoff rights securing obligations in respect of notional pooling cash management arrangements in the ordinary course of business;
(l) other Liens not otherwise permitted by the foregoing clauses of this Section 7.1 securing an aggregate principal amount at any time outstanding not to exceed $100,000,000;
(m) Liens on the Collateral to secure Debt permitted under Section 7.2(r); provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a (i) a First Lien Intercreditor Agreement if such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, or (ii) a Junior Lien Intercreditor Agreement if such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations;
(n) Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted Refinancing of any of the foregoing; provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a (i) a First Lien Intercreditor Agreement if such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, or (ii) a Junior Lien Intercreditor Agreement if such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations;
(o) Liens on the Collateral to secure Debt permitted under Section 7.2(v) on a pari passu basis (but without regard to the control of remedies) with the Obligations; provided that a Senior Representative acting on behalf of the holders of such Debt shall have become party to or otherwise subject to the provisions of a First Lien Intercreditor Agreement;
(p) Liens on Collateral to secure Debt permitted under Section 7.2(s); provided that such Debt constitutes a Secured Obligation; and
(q) Liens on NMTC Property securing the NMTC Indebtedness the proceeds of which are (or will be) used to acquire, renovate or improve such NMTC Property; provided that if such Liens are on property that is (or is required to be) Collateral then such Liens are subordinated to the Liens securing the Obligations pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Liens, Etc. Create No Loan Party shall create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,;
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Company or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such real property or equipment, or Liens existing on such real 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 real property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties assets of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens Lien referred to in this clause paragraph (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor $125,000,000 (or its equivalent in Section 5.02(d)(iii)(Canother currency or currencies) at any time outstanding,;
(iii) Liens on assets of a Person (including the Palate Acquired Business) 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 existing on were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Effective Date and described on Schedule 5.02(a) hereto,Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary;
(iv) other Liens arising securing Debt or other obligations in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend an aggregate principal amount at any time outstanding not to exceed the greater of (x) $250,000,000 (or cover any assets other than the assets subject to such Capitalized Leases, andits equivalent in another currency or currencies) and (y) 15% of Consolidated Net Tangible Assets;
(v) the replacement, extension or renewal of any Lien permitted by clause paragraph (iii) above upon or in the same property theretofore subject thereto or the above, provided that such replacement, extension or renewal (without increase in shall not extend to or cover any assets not subject to the Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount or change in any direct or contingent obligor) of the Debt secured therebythereby shall not increase as a result of such replacement, extension or renewal;
(vi) any Liens or pledges for the benefit of the Company or any of its Subsidiaries arising by reason of deposits to qualify the Company or any of its Subsidiaries to maintain self-insurance;
(vii) any Lien with respect to judgments and attachments that do not result in an Event of Default;
(viii) Liens or assignments of accounts receivable arising in the ordinary course of business under supply chain financing arrangements;
(ix) Liens existing on the date of this Agreement granted by the Company or any of its Subsidiaries and securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a); and
(x) any Liens arising in connection with customary escrow arrangements with lenders and other financing sources or any agent with respect to Debt to fund the Palate Acquisition pending consummation of the Palate Acquisition.
Appears in 1 contract
Samples: Credit Agreement (International Flavors & Fragrances Inc)
Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(i) Permitted Liens,
(iiA) Purchase money liens or purchase money Liens security interests upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt indebtedness incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, 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 propertyB) or extensions, renewals or replacements of any liens consisting of the foregoing for the same or a lesser amount, interests of lessors under Capitalized Leases and (C) liens not otherwise described above in this Section 5.02(a); provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal aggregate capitalized amount of the indebtedness secured by a Lien referred Debt incurred pursuant to in this clause (ii) shall not exceed $500,000such Capitalized Leases, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness or other obligations secured by any of the Liens referred to liens described in this clause (ivii) below (or, if greater, the book value of the assets that are subject to such liens) shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) $75,000,000 at any time outstanding,; and
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection on property of a Person existing at the time such Person is merged into or consolidated with Capitalized Leases permitted under Section 5.02(d)(iii)(C)the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or the property is acquired by the Borrower or any Subsidiary; provided that no such Lien shall Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover any assets other than those of the assets subject to Person so merged into or consolidated with the Borrower or such Capitalized Leases, andSubsidiary or acquired by the Borrower or such Subsidiary,
(v) Liens permitted by Section 5.02(d);
(vi) the replacement, extension or renewal of any Lien permitted by clause (ii), (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby;
(vii) Liens on cash collateral provided under the terms of this Agreement; and
(viii) any Liens on cash balances of accounts maintained by the Borrower or any of its Subsidiaries organized outside of the United States with Bank Mendes Xxxx nv pursuant to the Cash Pooling Agreement dated July 9, 2003, as may be amended from time to time, or on cash balances of accounts maintained by the Borrower or any of its Subsidiaries organized outside of the United States with other lending institutions under substantially similar arrangements.
Appears in 1 contract
Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than:
(i) Permitted Liens,
(ii) purchase money Liens upon or in any real property or equipment acquired or held by Paxar the Borrower or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred or guaranteed solely for the purpose of financing the acquisition of such property or equipmentproperty, 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 propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquiredacquired (and related property and proceeds thereof), except that separate financing provided by one Person and its affiliates may be cross-collateralized so long as all such financings are permitted hereunder (it being understood that a Lien covering all assets of a particular type, such as “all inventory” may cover additional assets of the relevant type), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (except to the extent permitted above), provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall not exceed $500,000, and provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding$50,000,000,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens on (or assignments of) property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Material Subsidiary of the Borrower or becomes a Material Subsidiary of the Borrower; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,
(v) other Liens or assignments securing Debt and other obligations in an aggregate principal amount not to exceed, at the time of incurrence, the greater of (A) $75,000,000 and (B) 2.0% of the Borrower’s consolidated total assets determined as of the date of the most recently delivered financial statements pursuant to Section 5.01(i),
(vi) Liens or assignments arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)a Permitted Receivables Financing,
(vii) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business, and other similar Liens that, in the aggregate, do not materially detract from the value of the same or interfere with the ordinary conduct of the business of the Borrower or its Material Subsidiaries,
(viii) Liens (x) arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts, securities accounts or other funds maintained with a creditor depository institution; provided that no (i) such account is not a dedicated cash collateral account and is not subject to restriction against access by the Borrower or a Subsidiary in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve, and (ii) such account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution, and (y) in the ordinary course of business in connection with intercompany cash pooling, interest set-off and/or sweeping arrangements,
(ix) Liens on the property of the Borrower or any Material Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, and statutory obligations, (ii) contingent obligations on surety, performance and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate action, which action has the effect of preventing the forfeiture or sale of the property subject thereto,
(x) Liens securing reimbursement obligations incurred in the ordinary course of business for letters of credit, which Liens encumber only goods, or documents of title covering goods, which are purchased in transactions for which such letters of credit are issued,
(xi) Liens securing obligations in respect of capital leases, in each case on assets subject to such leases and documents directly related thereto, provided that such leases are otherwise permitted hereunder,
(xii) any extension, refinancing, renewal, substitution or replacement of or for any of the foregoing Liens to the extent that the aggregate principal amount of the indebtedness or other obligation or liability secured by the applicable Lien shall not be increased; provided that the Lien securing such indebtedness or other obligation or liability shall not extend to or cover additional assets (it being understood that a Lien covering all assets of a particular type, such as “all inventory”, may cover additional assets of the relevant type),
(xiii) attachments, appeal bonds, judgments and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default;
(xiv) Liens arising under or pursuant to any assets other than the assets subject to such Capitalized LeasesLoan Document, and
(vxv) Liens on proceeds of any of the replacement, extension or renewal assets permitted to be the subject of any Lien or assignment permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebythis Section 5.02(a).
Appears in 1 contract
Samples: Credit Agreement (SNAP-ON Inc)
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its Subsidiaries to create create, assume, incur, or suffer to exist, any Lien on or with in respect to of any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, other thanexcept that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist:
(ia) Permitted Liens,Liens securing the Obligations and Liens securing the Subordinated Debt to the extent permitted under the Subordination and Intercreditor Agreement;
(iib) purchase money Liens or purchase money security interests upon or in any real property or equipment acquired or held by Paxar 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 equipment or to secure equipment; provided that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such property or equipment, and does not exceed the aggregate purchase price of such equipment, (ii) 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 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 may be required by GAAP shall have been made therefor;
(d) Liens existing 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;
(e) Liens to operators and 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 such property production, preferential purchase rights and other burdens on or equipment at deductions from the time 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 acquisition Subsidiaries warranted in the Security Instruments or in this Agreement;
(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 than social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower;
(h) operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, 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 or this Agreement, to the extent that 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, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount of the indebtedness secured by a Lien referred to in this clause (ii) shall does not exceed $500,000, and provided further that materially impair the sum use of the aggregate principal amount of Property covered by such Lien for the indebtedness secured purposes for which such Property is held by the Liens referred to in this clause (ii) plus Borrower or any Subsidiary or materially impair the aggregate principal amount value of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding,
(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,
(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C)such Property subject thereto; provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(vi) the replacementeasements, extension or renewal of any Lien permitted by clause (iii) above upon or rights-of-way, restrictions, and other similar encumbrances, and minor defects in the same property theretofore subject thereto or the replacement, extension or renewal (without increase chain of title that are customarily accepted in the amount or change in any direct or contingent obligor) oil and gas financing industry, none of which interfere with the ordinary conduct of the Debt secured therebybusiness of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply.
Appears in 1 contract
Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or and shall not permit any of its Subsidiaries to create create, assume, incur, or suffer to exist, any Lien on or with in respect to of any of its properties, Property (including any right to receive income) whether now owned or hereafter acquired, or assignexcept that each Loan Party and Subsidiary may create, incur, assume, or permit any of its Subsidiaries suffer to assign, any right to receive income, other thanexist:
(a) Liens granted pursuant to the Security Instruments and securing the Obligations;
(b) Liens on equipment, fixtures and other personal Property securing Indebtedness permitted under Section 6.02(c); provided that (i) Permitted Liens,
such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) purchase money such Liens upon do not at any time encumber any property other than the Property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 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 Taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed 90 days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;
(d) the claims of materialmen, mechanics, carriers, warehousemen, processors, repairmen, suppliers, workers, or landlords for labor, materials, supplies, rentals or other like claims incurred in the ordinary course of business, which (i) are not overdue for a period of more than the longer of 90 days or the grace period therefor, or if overdue for more than such period, no action has been taken to enforce such Liens, (ii) to the extent overdue, such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP or (iii) do not, individually or in any real property or equipment acquired or held by Paxar the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries Subsidiaries;
(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 or any of its Subsidiaries;
(f) deposits or pledges of cash or cash equivalents made in the ordinary course of business to secure the purchase price of such property or equipment in connection with, or to secure Debt payment of, obligations under 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, performance and return of money bonds, and bids and other obligations of a like nature incurred solely 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 purpose sale, transportation or exchange of financing 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 acquisition oil, gas and mineral refinery business, and (ii) that are entered into by the Borrower or any Subsidiary in the ordinary course of business; provided that, in any event, (x) such Liens secure amounts that are not 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 property or equipmentagreements, or and (z) such Liens existing on such property or equipment at the time shall not be in favor of its acquisition any Person that is an Affiliate of a Loan Party (other than any such Liens created other Loan Party);
(h) easements, servitudes, permits, conditions, covenants, exceptions, rights-of-way, zoning restrictions, and other similar encumbrances, and minor defects in contemplation the chain of such acquisition title that were not incurred to finance are customarily accepted in the acquisition oil and gas financing industry, none of such property) or extensions, renewals or replacements of any which interfere with the ordinary conduct of the foregoing for the same or a lesser amount, provided, 53 47 however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, 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, provided further that the principal amount business of the indebtedness secured by Borrower or 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 of the Borrower and its Subsidiaries;
(i) Liens of a Lien referred to collecting bank arising in this clause the ordinary course of business under Section 4- 210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) shall not exceed $500,000Liens of any depositary bank in connection with statutory, common law and provided further that the sum contractual rights of set-off and recoupment with respect to any Deposit Account of the aggregate principal amount 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 indebtedness secured by Borrower or its Subsidiaries or materially detract from the Liens referred to in this clause value of the relevant assets of the Borrower or its Subsidiaries or (ii) plus secure any Indebtedness;
(l) Liens securing judgments for the aggregate principal amount 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, interfere in any material respect with the business of the indebtedness secured by Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries;
(o) Liens referred on cash or cash equivalents in favor of any commercial bank to secure any and all obligations of any Loan Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in clause connection with (ivi) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(Ccommercial credit cards, (ii) at any time outstanding,
stored value cards and (iii) any other Treasury Management Arrangement (including, without limitation, controlled disbursement, purchase card arrangements, automated clearinghouse transactions, return items, overdrafts and interstate depository network services);
(p) Liens securing obligations under the Liens existing Existing Debt Documents as in effect on the Effective Date and described on Schedule 5.02(a) hereto,Closing Date;
(ivq) Liens arising securing obligations under Hedge Contracts entered into in compliance with Section 6.15;
(r) Liens in respect of property or assets of any CVRR Party granted by a CVRR Party which are permitted by the CVRR Credit Agreement;
(s) Liens securing obligations under any intercompany Indebtedness arrangements entered into in compliance with this Agreement; and
(t) Liens not otherwise permitted under the preceding provisions of this Section 6.01 encumbering Properties and securing obligations in the aggregate outstanding principal amount not to exceed $20,000,000; provided that, in each case, such Liens are not incurred in connection with Capitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and
(v) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured therebyIndebtedness.
Appears in 1 contract
Samples: Credit Agreement (CVR Energy Inc)