Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business; (f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred; (h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred; (i) judgment Liens not giving rise to an Event of Default; (j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof; (k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and (m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and (n) Liens existing on the Closing Date and set forth in Schedule 5.08(b).
Appears in 4 contracts
Samples: Credit Agreement (Carriage Services Inc), Credit Agreement (Carriage Services Inc), Credit Agreement (Carriage Services Inc)
Liens. Create, incur, assume or suffer to exist exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or materialmen and repairmen and other like Liens arising in the Ordinary Course ordinary course of Business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 thirty days or which or, if overdue for more than thirty days, are being contested in good faith and by appropriate proceedings diligently conducted, if conducted for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not giving rise created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to an Event such property within 60 days of Defaultthe acquisition thereof and attaches solely to the property financed by such Indebtedness;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the business of the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 7.02;
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the Closing Date course of collection;
(o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and
(p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and set forth in Schedule 5.08(b)securing Intercompany Debt permitted hereunder.
Appears in 4 contracts
Samples: Credit Agreement (5.11 Abr Corp.), Credit Agreement (Compass Group Diversified Holdings LLC), Credit Agreement (Compass Group Diversified Holdings LLC)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and repairmen or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the Borrower business of any Loan Party or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 7.02(a);
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the Closing Date course of collection; and set forth in Schedule 5.08(b)Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documents.
Appears in 4 contracts
Samples: Credit Agreement (Green Plains Inc.), Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Partners LP)
Liens. CreateThe Borrower shall not, and shall not permit its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (“Permitted Liens”):
(a) Liens pursuant to any Lien created under any Loan Document;
(b) Liens for taxes not yet due taxes, fees, assessments or other governmental charges which are being contested in good faith and not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 6.11;
(c) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like similar Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personactions;
(d) pledges Liens (other than any Lien imposed by ERISA) incurred or deposits made in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds, reinsurance agreements and other than any Lien imposed by ERISAsimilar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of BusinessLiens identified on Schedule 7.01;
(f) Liens consisting of pledges or deposits of cash or securities made by any Insurance Subsidiary as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy the requirements of, any Department;
(g) Liens consisting of judgment or judicial attachment Liens (other than arising as a result of claims under or related to Insurance Contracts, Retrocession Agreements or Reinsurance Agreements); provided that the enforcement of such Liens is effectively stayed or fully covered by insurance and all such Liens in the aggregate at the time of any creation thereof do not exceed 5% of Net Worth as of the end of the fiscal quarter immediately preceding such creation;
(h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise securing obligations in respect of purchase money Indebtedness and Capital Leases permitted pursuant to an Event Section 7.04(d) on assets (and proceeds thereof) subject to such leases; provided that (A) any such Lien on purchase money Indebtedness or in respect of DefaultCapital Leases covers only the asset (and proceeds thereof) subject to the Capital Lease or being acquired with the proceeds of such purchase money Indebtedness (and other assets and proceeds financed by the same lender or any of its affiliates under Indebtedness also permitted under this clause (i) and (B) such purchase money Indebtedness and Capital Leases are otherwise permitted hereunder;
(j) Liens reserved in or exercisable securing obligations permitted under any lease or sublease Sections 7.04(f) and (g), to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of extent such lease or sublease; provided, that the rent Liens are identified and permitted under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSection;
(k) any interest Liens arising as a result of claims under or title of a lessor under any lease entered into by the Borrower related to Insurance Contracts, Reinsurance Agreements or any of its Subsidiaries Retrocession Agreements in the ordinary course of its business, or securing Indebtedness of Insurance Subsidiaries incurred or assumed in connection with the settlement of claim losses in the ordinary course of business and covering only the assets so leasedof such Insurance Subsidiaries;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; andsecuring obligations permitted under Section 7.04(h).
(m) Nonconsensual Liens on assets of a Subsidiary securing obligations owed to the Borrower or a Subsidiary and permitted under Section 7.04(m);
(n) Liens on assets of Designated Subsidiaries securing obligations permitted under Section 7.04(n);
(o) so long as no Default or Event of Default has occurred and is continuing at the time such Lien is granted, other Liens on assets of the Borrower and its Subsidiaries securing obligations of the Borrower and its Subsidiaries (excluding Liens on assets of Strategic Investment Subsidiaries and their respective Subsidiaries permitted under Section 7.01(u)) in an aggregate amount not exceeding at the time of any creation thereof 10% of Net Worth as of the end of the fiscal quarter immediately preceding such creation;
(p) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not interfere in any material respect with the business of the Borrower and its Subsidiaries;
(q) Liens incurred in connection with a Permitted Accounts Securitization and which Liens attach solely to the Transferred Assets in connection with the incurrence of Indebtedness arising in connection with such Permitted Accounts Securitization;
(r) Liens incurred in connection with the Permitted Synthetic Lease which are Permitted Synthetic Lease Liens;
(s) any extension, refinancing (but not increase), renewal or replacement of the foregoing; provided that the Liens permitted hereby shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property);
(t) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) on commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institutions institution arising as a matter of law and or contract encumbering the deposits (including the right of set-off) held by such banking institutions and which are within the general parameters customary in the Ordinary Course of Businessbanking industry; and
(nu) Liens existing on assets of Strategic Investment Subsidiaries and their respective Subsidiaries securing obligations permitted under Section 7.04(o). Any Lien permitted above may extend to the Closing Date and set forth in Schedule 5.08(b)proceeds of the assets subject thereto.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Parent, the Borrower or any of its Subsidiaries or Controlled JV Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals, amendments, modifications or extensions thereof;
(c) Liens for taxes not yet due or which are being disputed or contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being disputed or contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or which are otherwise subject to a bond or insured against;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, leases, rights-of-way, restrictions and other similar encumbrances affecting real property whichwhich could not, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior reasonably be expected to its acquisition of such Property or existing on Property of have a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredMaterial Adverse Effect;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;and
(i) judgment Liens securing Indebtedness not giving rise to an Event of Default;
(j) Liens reserved in or exercisable prohibited under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Section 7.02.
Appears in 4 contracts
Samples: Credit Agreement (Braemar Hotels & Resorts Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)
Liens. CreateNot, incurand not permit any other Loan Party to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept:
(a) Liens pursuant for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and with respect to any Loan Document;which no execution or other enforcement has occurred; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
(b) Liens arising in the ordinary course of business (including without limitation (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security or in connection with surety bonds, bids, tenders, performance bonds, trade contracts not for taxes borrowed money, licenses, statutory obligations and similar obligations) for sums not yet due overdue or which are being diligently contested in good faith and by appropriate proceedings diligently conductedand not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, if in each case, for which it maintains adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP and with respect to which no execution or other enforcement of which is effectively stayed;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained described on the books Schedule 7.2 as of the applicable PersonClosing Date (other than Liens being released at the closing under this Agreement);
(d) pledges or deposits subject to the limitation set forth in the Ordinary Course of Business Section 7.1(b), (i) Liens arising in connection with workers’ compensationCapital Leases (and attaching only to the property being leased), unemployment insurance (ii) Liens on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring or improving such property; provided that any such Lien attaches to such property within 90 days of the acquisition or improvement thereof and other social security legislationattaches solely to the property so acquired or improved and (iii) the replacement, other than any extension or renewal of a Lien imposed permitted by ERISAone of the foregoing clauses (i) or (ii) in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);
(e) deposits Liens relating to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance litigation bonds and attachments, appeal bonds, judgments and other obligations similar Liens arising in connection with any judgment or award that is not an Event of a like nature incurred in the Ordinary Course of BusinessDefault hereunder;
(f) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable PersonBorrower or any Subsidiary;
(g) Liens existing on Property acquired by arising under the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredLoan Documents;
(h) purchase money Liens the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in any Property acquired the same property subject thereto arising out of the extension, renewal or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount replacement of the Debt secured by thereby (without increase in the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredthereof);
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a licensor, sublicensor, lessor or sublessor under any lease license, lease, sublicense or sublease agreement to the extent limited to the item licensed or leased;
(j) (i) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which are contained in standard agreements for the opening of an account with a bank;
(k) Liens arising from precautionary filings of financing statements under the PPSA, the Uniform Commercial Code or similar legislation of any applicable jurisdiction in respect of operating leases permitted hereunder and entered into by the Borrower or any of its Subsidiaries a Loan Party in the ordinary course of its business and covering only the assets so leasedbusiness;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into attaching to xxxx xxxxxxx money deposits in the Ordinary Course connection with any letter of Business; andintent or purchase agreement permitted hereunder or indemnification other post-closing escrows or holdbacks;
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law incurred with respect to Hedging Obligations incurred for bona fide hedging purposes and encumbering the deposits (including the right of setnot for speculation; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-off) held by such banking institutions in the Ordinary Course of Business; andPUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
(n) Liens existing on to secure obligations of a Loan Party to another Loan Party,
(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the Closing Date and set forth sale of goods in Schedule 5.08(b)the ordinary course of business; and
(p) other Liens (which, for further clarity shall include any Liens securing reimbursement obligations with respect to commercial letters of credit secured by Borrower from time to time) securing obligations in an aggregate amount not exceeding $250,000 at any time.
Appears in 4 contracts
Samples: Credit Agreement (Aralez Pharmaceuticals Inc.), Credit Agreement (Aralez Pharmaceuticals Inc.), Credit Agreement (Aralez Pharmaceuticals Inc.)
Liens. CreateNot, incurand not permit any other Loan Party or any Subsidiary of any Loan Party to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept:
(a) Liens pursuant to any Loan Documentfor taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for taxes sums not yet due overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed;
(c) Liens described on Schedule 11.2 as of the Closing Date;
(d) subject to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased for the Capital Leases described on Schedule 11.2), and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 20 days of the acquisition thereof and attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $100,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Businessproceedings;
(f) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person;any Loan Party or any Subsidiary of any Loan Party; and
(g) Liens existing on Property acquired by arising under the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior Loan Documents. Notwithstanding anything contained herein to the Borrower’s contrary, no Loan Party shall create or permit to exist any other Subsidiary’s acquisition Lien on (x) any real or personal properties, assets or rights of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph whatsoever nature (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (hwhether now owned or hereafter acquired) of this Section 7.01any foreign Subsidiary, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(ky) any interest or title of a lessor Capital Securities issued by any foreign Subsidiary (other than Liens arising under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(bLoan Documents).
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Qumu Corp), Term Loan Credit Agreement (Qumu Corp), Term Loan Credit Agreement
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(c), (iii) there is no additional direct or contingent obligor with respect thereto and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(c);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment other Liens not giving rise securing Indebtedness permitted under Section 7.02(g); provided that no such Lien shall extend to an Event or cover any Equity Interests of Default;any Subsidiary Bank; and
(j) Liens reserved in the replacement, extension or exercisable under renewal of any lease Lien permitted by clauses (a) through (i) above upon or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only same property theretofore subject thereto or the assets so leased;
replacement, extension or renewal (l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into without increase in the Ordinary Course amount or change in any direct or contingent obligor) of Business; and
the Indebtedness secured thereby. Notwithstanding the foregoing, (m1) Nonconsensual the permitted Liens in favor (b), (d), (e), (f), (g), (i) and (j) above shall not extend to or cover any Equity Interests of banking institutions arising as a matter any Subsidiary Bank constituting Collateral and (2) the permitted Liens in (c) and (h) above shall not extend to or cover any Equity Interests of law and encumbering any Subsidiary Bank if such permitted Liens would not be junior in priority in all respects to the deposits (including Liens of the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Administrative Agent thereon.
Appears in 3 contracts
Samples: Credit Agreement (Wintrust Financial Corp), Credit Agreement (Wintrust Financial Corp), Credit Agreement (Wintrust Financial Corp)
Liens. Create, incur, assume or suffer to exist exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Lien upon any of its property, assets property or revenuesassets, whether now owned or hereafter acquired, other than the following:
(ai) Liens pursuant to any Loan Documentsecuring the Obligations;
(bii) Liens existing on the Effective Date and, to the extent securing obligations in excess of $25,000,000, listed on Schedule 5.02(b)(ii), and any replacements, renewals or extensions thereof; provided, that (A) such Liens shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary other than (x) after-acquired property that is affixed or incorporated into the property or asset covered by such Lien and (y) proceeds and products thereof and (B) such Liens shall secure only those obligations that it secures on the Effective Date and Permitted Refinancing thereof;
(iii) Liens on any amounts held by a trustee or other escrow agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions;
(iv) Liens for taxes Taxes not yet due delinquent, that remain payable without penalty and that are not overdue for a period of more than sixty (60) days, or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue delinquent for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(dvi) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed in each case incurred or made in the ordinary course of business or required by ERISAlaw;
(evii) pledges or deposits to secure the performance of bids, trade contracts and leases (other than Debtfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness (including deposits to secure letters of credit issued to secure any such obligation);
(fviii) easements, rights-of-way, zoning restrictions and other similar encumbrances required by law or incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gix) Liens existing on Property acquired securing judgments for the payment of money or securing appeal or other surety bonds related to such judgments that do not constitute and Event of Default;
(x) customary rights of setoff upon deposit accounts and securities accounts of cash in favor of banks or other depository institutions and securities intermediaries; provided, that (A) such deposit account or securities account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any of its Subsidiaries prior to its acquisition owning the affected deposit account or other funds maintained with a creditor depository institution in excess of such Property or existing on Property those set forth by regulations promulgated by the Board of a newly acquired Subsidiary prior to Governors of the Borrower’s Federal Reserve System of the United States or any other Subsidiary’s acquisition of stock of foreign regulatory agency performing an equivalent function, and (B) such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on deposit account or after the date on which such Lien securities account is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held not intended by the Borrower or any of its Subsidiaries to secure provide collateral (other than such as is ancillary to the purchase price establishment of such Property deposit account or securities account) to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurreddepository institution;
(ixi) judgment Liens not giving rise to an Event of Defaultarising under Cash Management Agreement pooling arrangements;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(kxii) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(lxiii) Liens against equipment on accounts receivable and related property, in each case subject to a Permitted Receivables Facility and created in connection with such Permitted Receivables Facility;
(xiv) Liens on fixed or capital assets acquired, constructed, repaired, replaced or improved by the Borrower or any Subsidiary; provided, that (A) such acquisition is not of all or substantially all of the assets of, or a business unit, line of business or division of, another Person, (B) such security interests secure obligations incurred to fund the acquisition of such assets in an aggregate principal amount (when taken together, without duplication, with the amount of Debt outstanding pursuant to Section 5.02(a)(v)) not to exceed 1.05% of Consolidated Net Assets at any time, and any Permitted Refinancing in respect thereof, (C) such security interests and the obligations secured thereby are incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair or replacement or improvement, (D) the obligations secured thereby do not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (E) such security interests shall not apply to any other property or asset of the Borrower or any Subsidiary, except for accessions to such fixed or capital assets covered by such Lien and the proceeds and products thereof and of the fixed or capital assets financed by such Debt; provided, further, that individual financings of fixed or capital assets provided by one lender may be cross-collateralized to other financings of fixed or capital assets provided by such lender;
(xv) licenses, operating leases or subleases permitted hereunder granted to other Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;
(xvi) Liens arising from precautionary UCC financing statement filings regarding with respect to operating leases or consignment arrangements entered into by the Borrower or any of its Subsidiaries in the Ordinary Course ordinary course of Businessbusiness;
(xvii) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided, that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to any other property or asset of the Borrower or any other Subsidiary (other than the proceeds or products of the property or asset covered by such Lien and other than improvements and after-acquired property that is affixed or incorporated into the property or asset covered by such Lien) and (C) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and any Permitted Refinancing in respect of such obligations;
(xviii) Liens on cash, cash equivalents or other assets securing Debt under Hedge Agreements entered into for non-speculative purposes;
(xix) Liens on any property or asset of the Borrower or any Subsidiary in favor of any Loan Party and Liens on any property or asset of any Subsidiary of the Borrower that is not a Loan Party in favor of any other Subsidiary of the Borrower that is not a Loan Party;
(xx) Liens, pledges or deposits made in the ordinary course of business to secure liability to insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;
(xxi) Liens on any property or asset of any Subsidiary that is not a Loan Party securing Debt of such Subsidiary that is otherwise permitted under Section 5.02(a) (other than Section 5.02(a)(xiii)); and
(mxxii) Nonconsensual other Liens; provided, that the aggregate principal amount of obligations secured by Liens in favor outstanding pursuant to this clause (xxii) (when taken together, without duplication, with the amount of banking institutions arising as a matter Debt outstanding pursuant to Section 5.02(a)(xiii)) would not exceed 15% of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Consolidated Net Assets at any time.
Appears in 3 contracts
Samples: Term Loan Agreement (Abbott Laboratories), Term Loan Agreement (Abbott Laboratories), Bridge Term Loan Agreement (Abbott Laboratories)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not changed;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet delinquent or, if delinquent, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower , including, without limitation, easements or reservations in any of its Subsidiaries prior to its acquisition of such Property or existing on Property property of a newly acquired Loan Party or Subsidiary prior to for the Borrower’s purpose of roads, rights-of-way, railroads, railroad side tracks, electric lines, pipe lines, sewers, water and gas transmission and distribution mains, conduits, water rights of states, any subdivision thereof or others, building and use restrictions and defects of title to, or leases of, any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount parts of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount property of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on a Loan Party or after the date on which such Lien is created, assumed or incurredits Subsidiary;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing purchase money Indebtedness, including, without limitation, any Indebtedness incurred to finance the acquisition, construction or improvement of any real estate acquired by a Loan Party or a Subsidiary; provided that (i) such Liens do not giving rise at any time encumber any property other than the property and improvements thereto financed by such Indebtedness, (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition, construction or improvement thereof and (iii) such Liens do not secure obligations that exceed, in the aggregate at any one time outstanding, an Event amount equal to fifteen percent (15%) of Default;Total Assets minus the amount of obligations secured by Liens incurred pursuant to Sections 8.01(z) and 8.01(ee).
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the Borrower business of any Loan Party or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases deemed to exist in connection with Investments in repurchase agreements entered into in the Ordinary Course of Business; andconnection with Investments in Cash Equivalents;
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) pledges by a Loan Party or a Subsidiary of assets as security to be deposited with any Governmental Authority at any time required by Law as a condition to the transaction of any business or the exercise of any privilege, license or right;
(p) good faith deposits or the granting of security in connection with tenders, redemption, contracts or leases to which a Loan Party or a Subsidiary is a party or deposits for the purpose of terminating obligations under an indenture;
(q) Liens (including, without limitation, purchase money mortgages, conditional sale agreements and other title retention agreements and leases in the nature of title retention agreements) on property of a Loan Party or a Subsidiary in favor of the United States or any state thereof, or any department, agency, instrumentality or political subdivision of the United States or any state thereof, or in favor of any other country or political subdivision thereof, or any agency or instrumentality of such country or political subdivision, to secure partial progress installment, advance or other payment pursuant to any contract or statute or to secure any Indebtedness or other obligation (or related instrument) incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens;
(r) Liens incurred or created in the ordinary course of business and in accordance with sound oil and gas industry practice in respect of the exploration, development or operation of oil and gas properties or related production or processing facilities or the transmission of petroleum substances as security in favor of any other Person conducting the exploration, development, operation or transmission of the property to which such Liens relate, for any Loan Party’s or a Subsidiary’s portion of the costs and expenses of such exploration, development, operation or transmission, provided that such costs or expenses are not delinquent or, which are being contested in good faith; provided such Loan Party or Subsidiary shall have made adequate provision therefor in accordance with GAAP;
(s) overriding royalty interests, net profit interests, reversionary interests and carried interests or other similar burdens on production in respect of any Loan Party’s or Subsidiary’s oil and gas properties that are entered into with or granted to arm’s length third parties in the ordinary course of business and in accordance with sound oil and gas industry practice in the area of operation;
(t) Liens for penalties arising under non-participation provisions of operating agreements in respect of any Loan Party’s or a Subsidiary’s oil and gas properties if such Liens do not materially detract from the value of any material part of the property of the Loan Parties and the Subsidiaries, taken as a whole;
(u) the right reserved to or vested in any Governmental Authority by the terms of any lease, license, grant or permit or by any statutory or regulatory provision to terminate any such lease, license, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;
(v) any right of first refusal in favor of any Person granted in the ordinary course of business with respect to all or any of the oil and gas properties of any Loan Party or any Subsidiary;
(w) the rights of buyers under production sale contracts related to any Loan Party’s or Subsidiary’s share of petroleum substances entered into in the ordinary course of business, provided that the contracts create no rights (including any Lien) in favor of the buyer or any other Person in, to or over any reserves of petroleum substances or other assets of any Loan Party or Subsidiary, other than a dedication of reserves (not by way of Lien or absolute assignment) on usual industry terms;
(x) the making of good faith deposits or providing security in connection with tenders, redemptions, contracts or leases to which a Loan Party or Subsidiary is a party or deposits for the purpose of terminating obligations under an indenture;
(y) Liens granted to trustees under any indentures for debt securities of a Loan Party or a Subsidiary for payment of the fees and expenses of such trustees
(z) Liens securing Indebtedness existing in or relating to real estate acquired by a Loan Party or a Subsidiary for transmission, distribution or right-of-way purposes or in connection with its usual operations; provided that such Liens do not secure obligations that exceed, in the aggregate at any one time outstanding, an amount equal to fifteen percent (15%) of Total Assets minus the amount of obligations secured by Liens incurred pursuant to Sections 8.01(i) and 8.01(ee);
(aa) any obligations or duties affecting the property of a Loan Party or its Subsidiaries to any municipality or public authority with respect to any franchise, grant, license, permit or certificate;
(bb) any irregularities or deficiencies of title to any rights-of-way for mains or pipes and/or appurtenances thereto or other improvements thereon and to any real estate used or to be used primarily for right-of-way purposes;
(cc) leases made, or existing on property acquired, in the Closing Date ordinary course of business;
(dd) any extension, renewal or replacement (or successive extension, renewal or replacement) in whole or in part of any Lien referred to in the foregoing clauses, provided, however, that the principal amount of Indebtedness secured thereby is not increased and set forth the extension, renewal or replacement shall be limited to all or part of the property which secured the Indebtedness so extended, renewed or replaced (plus improvements and construction on such property); and
(ee) other Liens not described above; provided that such Liens do not secure obligations that exceed, in Schedule 5.08(bthe aggregate at any one time outstanding, an amount equal to fifteen percent (15%) of Total Assets minus the amount of obligations secured by Liens incurred pursuant to Sections 8.01(i) and 8.01(z).
Appears in 3 contracts
Samples: Credit Agreement (Energen Corp), Credit Agreement (Energen Corp), Credit Agreement (Energen Corp)
Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon on any of its property, assets property or revenues, whether asset now owned or hereafter acquiredacquired by it, other than the followingor assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created pursuant to any Loan Documentthe Security Documents;
(b) Liens imposed by any Governmental Authority for taxes taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or any of its Subsidiaries, as the case may be, in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on and Liens securing judgments but only to the books extent for an amount and for a period not resulting in an Event of the applicable PersonDefault under clause (j) of Article VIII;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ under worker’s compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debtfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not substantial material in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries;
(g) Liens existing on Property the Capital Stock of Xxxxxxxxxx owned by Xxxxxxx X. Xxxxx acquired by the Borrower or any of its Subsidiaries prior pursuant to its acquisition the exercise of the Xxxxxxxxxx Options, to the extent such Liens are in existence on the date of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredacquisition;
(h) purchase money Liens upon or in any Property acquired or held by on the property of the Borrower or any of its Subsidiaries to secure and the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default Subsidiary Guarantors securing Guarantees permitted under Section 8.01(h7.01(e); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise resulting from the defeasance (but only to an Event extent permitted under Section 7.12) of Defaultany Other Debt in accordance with the terms thereof;
(j) Liens reserved in or exercisable under any lease or sublease to which upon real and/or personal property existing on the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; providedFifth Restatement Effective Date, provided that the rent under such lease or sublease is aggregate Indebtedness and/or other obligations secured thereby shall not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofexceed $50,000,000;
(k) any interest or title of a lessor under any lease entered into by additional Liens upon real and/or personal property created after the Borrower or any of its Subsidiaries Fifth Restatement Effective Date, provided that the aggregate Indebtedness and/or other obligations secured thereby and incurred on and after the Fifth Restatement Effective Date shall not exceed $50,000,000 in the ordinary course of its business and covering only the assets so leasedaggregate at any one time outstanding;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into (if any) created in the Ordinary Course of Business; andconnection with any Receivables Financing permitted under Section 7.01(f);
(m) Nonconsensual any extension, renewal or replacement of any Lien under any of the foregoing clauses, provided that the Liens in favor permitted under this clause (m) shall not be spread to cover any additional Indebtedness or property (other than a substitution of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andlike property);
(n) Liens on the Collateral securing the 9.25% Senior Secured Second Lien Notes and securing any Permitted Second Priority Refinancing Debt permitted under Section 7.01(j);
(o) any Lien existing on any property or asset of any Person that becomes a TV/Radio Subsidiary after the Closing Fifth Restatement Effective Date and set forth securing Indebtedness permitted pursuant to Section 7.01(l); provided that (A) such Lien shall not apply to any other property or assets (other than proceeds) of the Borrower or any Subsidiary (and its Subsidiaries) and (B) such Lien shall secure only those obligations which it secures on the date such Person becomes a TV/Radio Subsidiary, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an amount not in Schedule 5.08(bexcess of fees and expenses associated therewith); and
(p) Liens on assets securing Indebtedness permitted by Section 7.01(m).
Appears in 3 contracts
Samples: Incremental Loan Amendment (Sinclair Broadcast Group Inc), Incremental Loan Amendment (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA not to exceed for all such items in the aggregate $1,000,000;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related relates to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances affecting real property incurred in the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of the Borrower or any Restricted Subsidiary and which, in the aggregate, are not substantial in amount, amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which securing appeal or other surety binds related to such Lien is created, assumed or incurredjudgments;
(i) judgment Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(f); provided that (i) such Liens securing purchase money Indebtedness do not giving rise to an Event at any time encumber any property other than the property financed by such Indebtedness and (ii) the purchase money Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of Defaultthe property being acquired on the date of acquisition;
(j) Liens rights reserved to or vested in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such lease right, power, franchise, grant, license or sublease; provided, that the rent under such lease permit or sublease is not then overdue and the Borrower to condemn or its Subsidiary is in material compliance with the terms and conditions thereofacquire by eminent domain or similar process;
(k) rights reserved to or vested by Law in any interest Governmental Authority to in any manner, control or title regulate in any manner any of a lessor under any lease entered into by the properties of the Borrower or any Restricted Subsidiary or the use thereof or the rights and interests of its Subsidiaries the Borrower or any Restricted Subsidiary therein, in the ordinary course of its business any manner under any and covering only the assets so leasedall Laws;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into rights reserved to the grantors of any properties of the Borrower or any Restricted Subsidiary, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to the Ordinary Course terms, conditions and provisions of Business; andany rights-of-way agreements, contracts or other agreements associated therewith;
(m) Nonconsensual Liens in favor arising solely by virtue of banking institutions arising as a matter of any statutory or common law and encumbering the deposits (including the right provision relating to banker’s liens, rights of set-off) held by such banking institutions in the Ordinary Course of Business; andoff or similar rights and remedies, or under general depository or brokerage agreements, and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institution or brokerage;
(n) Liens existing upon property acquired in an acquisition or of any Person that becomes a Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(h);
(o) Liens on property not otherwise permitted by the Closing Date foregoing clauses of this Section 7.01, securing only Indebtedness permitted by Section 7.03(j); provided, nothing in this Section 7.01 shall in and set forth of itself constitute or be deemed to constitute an agreement or acknowledgment by Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (m) above ranks in Schedule 5.08(b)priority to any Obligation.
Appears in 3 contracts
Samples: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, landlords’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than Debtfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business, provided that all such deposits in the aggregate could not reasonably be expected to result in a Material Adverse Effect;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower securing or any of its Subsidiaries prior to its acquisition of such Property arising from judgments, decrees or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or attachments in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation circumstances not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.03(d), provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness; (ii) such Liens attach to an Event the subject property within thirty (30) days after the acquisition thereof and (iii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of Default;the property being acquired on the date of acquisition; and
(j) Liens reserved in arising solely by virtue of any statutory or exercisable under any lease common law provision relating to banker’s liens, rights of set-off or sublease similar rights and remedies as to which deposit accounts or other funds maintained with a creditor depository institution, provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any in excess of its Subsidiaries is a lessee which secure those set forth by regulations promulgated by the payment of rent or compliance with the terms of FRB, and (ii) such lease or sublease; provided, that the rent under such lease or sublease deposit account is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into intended by the Borrower or any of its Subsidiaries in Subsidiary to provide collateral to the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)depository institution.
Appears in 3 contracts
Samples: Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not changed;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h);
(i) Liens securing Indebtedness permitted under Section 8.03(e) or Section 8.03(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds thereof and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary;
(k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 8.03(f);
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens securing Indebtedness permitted in Section 8.03(k); provided that such Liens do not at any time encumber any property other than the property (and proceeds) subject to such Liens at the time the Indebtedness secured by such Lien was acquired or assumed;
(p) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(q) Liens granted by Subsidiaries that are not Loan Parties in favor of Loan Parties; and
(r) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the Debt obligations secured by the Liens permitted by this paragraph thereby nor (hii) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph fair market value (g) of this Section 7.01, exceed 10% determined as of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
) of the assets subject thereto exceeds (i) judgment Liens not giving rise as to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or and all Subsidiaries) $10,000,000 at any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)one time.
Appears in 3 contracts
Samples: Credit Agreement (ESCO Corp), Credit Agreement (ESCO Corp), Credit Agreement (ESCO Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept for:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP;
(cb) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, landlords’ or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of the applicable PersonBorrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(dc) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ed) deposits to secure the performance of bids, trade contracts and leases (other than Debtfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fe) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than “products” and “proceeds” thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens existing on Property acquired by securing Indebtedness of the Borrower or any of its Subsidiaries prior incurred pursuant to its Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such Property fixed or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of capital assets, (ii) such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth do not at any time on or after encumber any property other than the date on which property financed by such Lien Indebtedness (including the “products” and “proceeds” thereof, as each such term is created, assumed or incurreddefined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) purchase money Liens upon or in any Property acquired or held by created pursuant to the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredSecurity Documents;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens on the property or assets of an Acquired Business or Acquired Foreign Business occurring or arising after the Restatement Effective Date and securing Assumed Indebtedness in an amount not to exceed $50,000,000, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition or the Permitted Foreign Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition;
(k) Liens of securities intermediaries and depository banks on the accounts held by them to secure the payment of fees and expenses payable to them in respect of the maintenance of such accounts;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in on Margin Capital Stock that is held by the Ordinary Course Borrower as treasury stock or that is held by any of Businessits Subsidiaries; and
(m) Nonconsensual Liens in favor not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of banking institutions arising the obligations secured thereby nor (ii) the aggregate fair market value (determined as a matter of law the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and encumbering the deposits (including the right of set-offall Subsidiaries) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)$60,000,000 at any one time.
Appears in 3 contracts
Samples: Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes Taxes, assessments and governmental charges or levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or any Subsidiary, as the case may be, in accordance conformity with GAAP;
(cb) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings;
(dc) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ed) deposits to secure the performance of bids, trade contracts and leases (other than Debtfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the Ordinary Course ordinary course of Businessbusiness;
(fe) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances affecting on title to real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any Subsidiary;
(f) Liens in existence on the date hereof listed on Schedule 6.3(f) hereto securing Indebtedness permitted by Section 6.2(e) hereof and Liens incurred to secure any Indebtedness permitted under Section 6.2(e) to refinance any such Indebtedness; provided that no such Lien is spread to cover any additional property after the date hereof and that the principal amount of Indebtedness secured thereby is not increased;
(g) Liens existing on Property acquired by securing Indebtedness of the Borrower or any of its Subsidiaries prior Subsidiary incurred pursuant to its acquisition of Section 6.2(f); provided that (i) such Property or existing on Property of a newly acquired Subsidiary prior to Liens do not at any time encumber any property other than the Borrower’s or any other Subsidiary’s acquisition of stock of property financed by such newly acquired Subsidiary; provided, however, that Indebtedness and (ii) the aggregate outstanding principal amount of the Debt Indebtedness secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien thereby is created, assumed or incurrednot increased;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of its business and covering only the assets so leased;
(i) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any of its Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Company Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date;
(j) Liens created, incurred or assumed by any Broker-Dealer Subsidiary upon assets owned by such Subsidiary or held for such Subsidiary’s account to secure indebtedness and other liabilities incurred under customary terms in the ordinary course of business;
(k) Liens on securities sold by the Bank in Repo Transactions permitted pursuant to Section 6.2(k);
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the Ordinary Course aggregate detract from the value of Business; andits property or assets or impair the use thereof in the operation of its business;
(m) Nonconsensual Liens in favor securing judgments for the payment of banking institutions arising as a matter money not constituting an Event of law and encumbering the deposits (including the right of set-offDefault under Section 7(h) held by or securing appeal or other surety bonds relating to such banking institutions in the Ordinary Course of Businessjudgments; and
(n) Liens existing on the Closing Date customary rights of setoff upon deposit accounts and set forth securities accounts in Schedule 5.08(b)favor of banks or other depository institutions and securities intermediaries, respectively.
Appears in 3 contracts
Samples: Credit Agreement (SWS Group Inc), Funding Agreement (Hilltop Holdings Inc.), Credit Agreement (SWS Group Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (collectively, “Permitted Liens”):
(a) Liens (i) created pursuant to any Loan DocumentDocument and (ii) on the Collateral securing Cash Management Obligations incurred pursuant to Section 7.03(l) and other Secured Obligations;
(b) Liens existing on the Closing Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals, restructurings, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;
(c) Liens for taxes taxes, assessments or governmental charges (i) that are not yet due overdue for a period of more than any applicable grace period related thereto or which that are being contested in good faith and by appropriate proceedings diligently conductedactions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP to the extent required by GAAP or (ii) where the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(cd) statutory or common law Liens of landlords, sub-landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens, so long as, in each case, such Liens arising in the Ordinary Course of Business which are secure amounts not overdue for a period of more than 30 days or which if more than 30 days overdue, (i) are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by appropriate proceedings diligently conductedactions, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP or (ii) the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(de) (i) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to Holdings or any Lien imposed by ERISAof its Restricted Subsidiaries;
(ef) pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental contracts and leases (other than DebtIndebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances affecting real property whichand minor title defects, in the aggregate, are not substantial in amount, each case affecting Real Property and which that do not in any case materially detract from the value of the property subject thereto or aggregate materially interfere with the ordinary conduct of the business of the applicable PersonBorrower and its Restricted Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties;
(gh) Liens existing (i) securing judgments for the payment of money not constituting an Event of Default under Section 8.01(g), (ii) arising out of judgments or awards against the Borrower or any of its Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and for which adequate reserves have been made with respect thereto on Property the books of the applicable Person in accordance with GAAP and (iii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with GAAP;
(i) leases, licenses, subleases or sublicenses (including the provision of software or the licensing of other intellectual property rights) and terminations thereof, in each case granted to others in the ordinary course of business which (i) do not in the reasonable business judgment of the Borrower interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) do not secure any Indebtedness and (iii) are permitted by Section 7.05(h);
(j) Liens (i) 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 in the ordinary course of business or (ii) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(k) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (ii) encumbering initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to (A) purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business or (B) pooled deposit or sweep accounts of Holdings or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries;
(l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (n) or to the extent related to any of the foregoing, Section 7.02(r), to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(m) Liens (i) in favor of Holdings, the Borrower or any Subsidiary Guarantor and (ii) in favor of a Restricted Subsidiary that is not a Loan Party on assets of a Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Sections 7.03(b) and (d);
(n) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries prior in the ordinary course of business;
(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
(p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02(a);
(q) assignment of, and sales or Liens on, accounts receivables or rights in respect of any thereof (x) that are delinquent or disputed, (y) for collection or (z) in connection with sales permitted by Section 7.05;
(r) Liens that are contractual rights of set off or rights of pledge relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(t) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;
(u) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are incurred within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions, accessions and proceeds to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
(v) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure (i) Indebtedness of any of the Borrower or any Restricted Subsidiary permitted under Section 7.03(m) or (ii) Indebtedness permitted under Section 7.03 of Restricted Subsidiaries that are not Loan Parties;
(w) Liens (x) existing on property at the time of its acquisition of such Property or existing on Property the property of any Person at the time such Person becomes a newly Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14) or (y) created on the property of such Person securing Indebtedness to finance a Permitted Acquisition of such property or Person, in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by the Borrower or any Subsidiary Guarantor); provided that (i) in the case of clause (x), such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and accessions thereof and other than after-acquired Subsidiary property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) in the Borrower’s or any case of clause (x), the Indebtedness secured thereby is permitted under Section 7.03(g);
(x) (i) zoning, building, entitlement and other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that land use regulations by Governmental Authorities with which the aggregate outstanding principal amount normal operation of the Debt secured by business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the Liens permitted by this paragraph (g) shall not, when combined use of any real property that does not materially interfere with the aggregate outstanding principal amount ordinary conduct of Debt the business of the Borrower and its Restricted Subsidiaries, taken as a whole;
(y) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings securing obligations permitted to be incurred on a secured by Liens permitted by paragraph (h) of basis under Section 7.03 and elsewhere under this Section 7.01, exceed 10% ;
(z) Liens on insurance policies and the proceeds thereof securing the financing of the Borrower’s Net Worth premiums with respect thereto;
(aa) the modification, replacement, renewal or extension of any Lien permitted by Sections 7.01(b), (u) and (w); provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension, restructuring or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);
(bb) Liens with respect to property or assets of the Borrower or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (determined on or after a Pro Forma Basis in accordance with Section 1.09), in each case determined as of the date on which such Lien is created, assumed or incurredof incurrence;
(hcc) purchase money Liens upon incurred in reliance on the Cumulative Credit;
(dd) Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or in Permitted Junior Priority Refinancing Debt and Indebtedness permitted pursuant to Section 7.03(v)(i) and (ii), (w) (relating to (v)(i) and (v)(ii)) and (z)(to the extent permitted to be secured thereunder) and any Property acquired Permitted Refinancing of any of the foregoing;
(ee) deposits of cash with the owner or held lessor of premises leased and operated by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% performance of the Borrower’s Net Worth at any time on or after such Subsidiary’s obligations under the date on which terms of the lease for such Lien is created, assumed or incurredpremises;
(iff) judgment Liens not giving rise to an Event on property of Defaultany Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted under Section 7.03;
(jgg) Liens reserved in or exercisable under on property subject to any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue sale-leaseback transaction permitted hereunder and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofgeneral intangibles related thereto;
(khh) in the case of any interest non-wholly-owned Restricted Subsidiary, any put and call arrangements or title of a lessor under any lease entered into by the Borrower restrictions on disposition related to its Equity Interests set forth in its organizational documents or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedrelated joint venture or similar agreement;
(lii) Liens against equipment securing Swap Contracts so long as (x) such Swap Contracts do not constitute Secured Hedge Agreements and (y) the value of the property securing such Swap Contracts does not exceed $5,000,000 at any time;
(jj) Liens consisting of contractual restrictions on cash and Cash Equivalents held by Restricted Subsidiaries that prohibit distributions so long as such contractual restrictions are permitted under Section 7.09;
(kk) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by operation of law in the Ordinary Course United States under Article 2 of Businessthe UCC in favor of a reclaiming seller of goods or buyer of goods; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nll) Liens existing on the Closing Date and set forth in Schedule 5.08(bto secure Indebtedness permitted under Section 7.03(u).
Appears in 3 contracts
Samples: Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)
Liens. Create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, assets or revenues, whether including any Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(b) inchoate Liens for taxes taxes, assessments or governmental charges or levies not yet due and payable or which are Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves with respect thereto are maintained on the books of the applicable Person have been established in accordance with GAAPGAAP in the United States (or the equivalent thereof in any country in which a Foreign Subsidiary is doing business, as applicable);
(cb) Liens in respect of property or assets of the Borrower or any of its Subsidiaries imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’', warehousemen’s, mechanics’'s, materialmen’s's, repairmen’s or landlord's and mechanics' liens and other like similar Liens arising in the Ordinary Course ordinary course of Business business, and (i) which are do not overdue for in the aggregate materially detract from the value of the property or assets of Holdings and its Subsidiaries, taken as a period whole, or the Borrower and do not materially impair the use thereof in the operation of more than 30 days the business of Holdings and its Subsidiaries, taken as a whole, or the Borrower, or (ii) which are being contested in good faith and by appropriate proceedings, which proceedings diligently conducted(or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;
(c) Liens and other matters in existence on the Restatement Date and set forth on Schedule 6.02 (including Liens and other matters set out on any applicable title insurance policy on the Restatement Date); provided that (i) the aggregate principal amount of the Indebtedness, if adequate reserves with respect thereto are maintained on the books any, secured by such Liens does not increase and (ii) such Liens do not encumber any additional assets or properties of the applicable PersonHoldings or any of its Subsidiaries;
(d) pledges or deposits in Liens created pursuant to the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISASecurity Documents;
(e) deposits Liens upon assets of the Borrower and its Subsidiaries subject to Capital Lease Obligations to the extent permitted by Section 6.01; provided that (i) such Liens only serve to secure the performance payment of bids, trade contracts Indebtedness arising under such Capital Lease Obligation and leases (ii) the Lien encumbering the asset giving rise to the Capital Lease Obligation does not encumber any other asset (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments proceeds thereof) of the Borrower or litigation), performance bonds and other obligations any Subsidiary of a like nature incurred in the Ordinary Course of BusinessBorrower;
(f) Liens placed upon assets used in the ordinary course of business of the Borrower or any of its Subsidiaries at the time of acquisition thereof by the Borrower or any such Subsidiary or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof; provided that (i) the aggregate outstanding principal amount of all Indebtedness secured by Liens permitted by this paragraph (f) shall not at any time exceed $15,000,000 and (ii) in all events, the Lien encumbering the assets so acquired does not encumber any other asset (other than proceeds thereof) of the Borrower or such Subsidiary;
(g) easements, rights-of-way, restrictions (including zoning restrictions), covenants encroachments, protrusions and other similar encumbrances affecting real property whichcharges or encumbrances, and minor title deficiencies, in the aggregateeach case whether now or hereafter in existence, are not substantial in amount, securing Indebtedness and which do not in any case materially detract from the value of the property subject thereto or materially interfere interfering with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of Holdings and its Subsidiaries prior to its acquisition of such Property taken as a whole or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon arising out of judgments or awards in any Property acquired or held by the Borrower or any respect of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a lessee which subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $5,000,000 at any time outstanding;
(i) Liens (other than any Lien imposed by ERISA)
(i) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, (ii) 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 rent borrowed money) or compliance with (iii) arising by virtue of deposits made in the terms ordinary course of such lease or subleasebusiness to secure liability for premiums to insurance carriers; provided, provided that the rent under such lease or sublease is aggregate amount of deposits at any time pursuant to clause (ii) and clause (iii) shall not then overdue and exceed $1,000,000 in the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofaggregate;
(kj) any interest or title of a lessor lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement and any interest of any mortgagee or other person claiming under any such lessor, sublessor, licensor or licensee;
(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods;
(l) 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 in accordance with the past practices of the Borrower and its business and covering only the assets so leasedSubsidiaries;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor on assets of banking institutions arising as a matter Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets which constitute Collateral or the Equity Interests of law the Borrower or any of its Subsidiaries, and encumbering (ii) such Liens extending to the deposits (including the right assets of set-off) held any Foreign Subsidiary secure only Indebtedness incurred by such banking institutions in the Ordinary Course of Business; andForeign Subsidiary pursuant to Section 6.01(j);
(n) Liens existing securing Indebtedness permitted by Sections 6.01(l) and (m); provided that (i) such Liens were not created in contemplation of or in connection with the related acquisition and (ii) such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the assets subject thereto prior to the related acquisition; and
(o) Liens not otherwise permitted by the foregoing paragraphs (a) through (n) to the extent attaching to properties and assets with an aggregate fair value at the time of attachment not in excess of, and securing liabilities not in excess of, (i) on or prior to July 1, 2004, $15,000,000 in the Closing Date aggregate at any time outstanding, and set forth (ii) thereafter, $10,000,000 in Schedule 5.08(b)the aggregate at any time outstanding.
Appears in 3 contracts
Samples: Credit Agreement (Amis Holdings Inc), Credit Agreement (Amis Holdings Inc), Credit Agreement (Amis Holdings Inc)
Liens. CreateThe Borrower shall not, and shall not permit its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (“Permitted Liens”):
(a) Liens pursuant to any Lien created under any Loan Document;
(b) Liens for taxes not yet due taxes, fees, assessments or other governmental charges which are being contested in good faith and not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 6.11;
(c) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like similar Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personactions;
(d) pledges Liens (other than any Lien imposed by ERISA) incurred or deposits made in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds, reinsurance agreements and other than any Lien imposed by ERISAsimilar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of BusinessLiens identified on Schedule 7.01;
(f) Liens consisting of pledges or deposits of cash or securities made by any Insurance Subsidiary as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy the requirements of, any Department;
(g) Liens consisting of judgment or judicial attachment Liens (other than arising as a result of claims under or related to Insurance Contracts, Retrocession Agreements or Reinsurance Agreements); provided that the enforcement of such Liens is effectively stayed or fully covered by insurance and all such Liens in the aggregate at any time outstanding for the Borrower and its Subsidiaries do not exceed 5% of Net Worth;
(h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise securing obligations in respect of purchase money Indebtedness and Capital Leases permitted pursuant to an Event Section 7.04(d) on assets (and proceeds thereof) subject to such leases; provided that (A) any such Lien on purchase money Indebtedness or in respect of DefaultCapital Leases covers only the asset (and proceeds thereof) subject to the Capital Lease or being acquired with the proceeds of such purchase money Indebtedness and (B) such purchase money Indebtedness and Capital Leases are otherwise permitted hereunder;
(j) Liens reserved in or exercisable securing obligations permitted under any lease or sublease Sections 7.04(f) and (g), to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of extent such lease or sublease; provided, that the rent Liens are identified and permitted under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSection;
(k) any interest Liens arising as a result of claims under or title of a lessor under any lease entered into by the Borrower related to Insurance Contracts, Reinsurance Agreements or any of its Subsidiaries Retrocession Agreements in the ordinary course of its business, or securing Indebtedness of Insurance Subsidiaries incurred or assumed in connection with the settlement of claim losses in the ordinary course of business and covering only the assets so leasedof such Insurance Subsidiaries;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into securing obligations permitted under Section 7.04(h).
(m) Liens on assets of a Subsidiary securing obligations owed to the Borrower or a Subsidiary and permitted under Section 7.04(m);
(n) Liens on assets of Designated Subsidiaries securing obligations permitted under Section 7.04(n);
(o) so long as no Default or Event of Default has occurred and is continuing at the time such Lien is granted, other Liens on assets of the Borrower and its Subsidiaries securing obligations of the Borrower and its Subsidiaries in an aggregate amount not exceeding at any one time outstanding 10% of Net Worth;
(p) leases, licenses, subleases or sublicenses granted to other Persons in the Ordinary Course ordinary course of Businessbusiness which do not interfere in any material respect with the business of the Borrower and its Subsidiaries;
(q) Liens incurred in connection with a Permitted Accounts Securitization and which Liens attach solely to the Transferred Assets in connection with the incurrence of Indebtedness arising in connection with such Permitted Accounts Securitization;
(r) Liens incurred in connection with the Permitted Synthetic Lease which are Permitted Synthetic Lease Liens;
(s) any extension, refinancing (but not increase), renewal or replacement of the foregoing; provided that the Liens permitted hereby shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); and
(mt) Nonconsensual Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) on commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institutions institution arising as a matter of law and or contract encumbering the deposits (including the right of set-off) held by such banking institutions and which are within the general parameters customary in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)banking industry.
Appears in 3 contracts
Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Title Group, Inc.), Credit Agreement (Fidelity National Title Group, Inc.)
Liens. CreateThe Company will not, and will not permit any of its Subsidiaries to, create, incur, assume suffer or suffer permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredLiens, other than the followingthan:
(ai) Liens pursuant to any Loan Documentin favor of the Purchaser;
(bii) the existing Liens listed in Schedule 6.1(c)(ii) or incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by such existing Liens, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase;
(iii) Liens for taxes taxes, fees, assessments or other governmental charges or levies (A) not yet due or as to which the period of grace, if any, related thereto has not expired, or (B) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto and which are maintained on the books of the applicable Person adequately reserved for in accordance with GAAP;
(civ) carriers’attachments, warehousemen’sjudgments, mechanics’, materialmen’s, repairmen’s or and other like similar Liens arising in connection with court proceedings; provided, however, that the Ordinary Course execution or other enforcement of Business such Liens is effectively stayed and claims secured thereby are being actively contested in good faith by appropriate proceedings;
(v) Liens of materialmen, mechanics, warehousemen, repairmen, carriers or employees or other similar Liens provided for by mandatory provisions of law (A) which are not overdue filed or recorded for a period of more than 30 days sixty days, or (B) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves and which are adequately reserved for in accordance with respect thereto are maintained on the books of the applicable PersonGAAP;
(dvi) pledges or deposits made or Liens in incurred in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security or employment or insurance legislation, other than any Lien imposed by ERISA;
(evii) Liens consisting of deposits or pledges to secure the performance of bids, trade contracts and leases (other than Debt)contracts, leases, public or statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fviii) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonCompany;
(gix) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredarising from precautionary UCC financing statements regarding operating leases;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(jx) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any favor of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries financial institutions in the ordinary course of its business in connection with, and covering only the assets so leasedwhich solely encumber, deposit, disbursement or concentration accounts maintained with such financial institutions on funds and other items in such accounts;
(lxi) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into securing Indebtedness permitted pursuant to Section 6.1(b)(iv); provided, that, in the Ordinary Course event such Liens apply to any property or assets of Businessthe Company or any Subsidiary Guarantor (which, for the avoidance of doubt, excludes any assets of MMM), all Indebtedness of the Company or such Subsidiary Guarantor in respect of the Note or Subsidiary Guaranty, as applicable, shall be equally and ratably secured by a pari passu Lien on such property or assets until such time as the applicable Indebtedness permitted pursuant to Section 6.1(b)(iv) is no longer secured by a Lien on such property or assets;
(xii) Liens solely on any xxxx xxxxxxx money deposits made by the Company in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition;
(xiii) Liens securing Indebtedness permitted pursuant to Section 6.1(b)(xii);
(xiv) Liens securing Indebtedness permitted pursuant to Section 6.1(b)(xiv);
(xv) Liens on the Company’s Accounts (as such term is defined in the UCC) and Inventory (as such term is defined in the UCC) securing Indebtedness permitted pursuant to Section 6.1(b)(xv); and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nxvi) Liens existing on the Closing Date and set forth in Schedule 5.08(bsecuring Indebtedness permitted pursuant to Section 6.1(b)(xvi).
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Marrone Bio Innovations Inc), Note Purchase Agreement (Marrone Bio Innovations Inc)
Liens. CreateNo Credit Party shall, nor shall they permit any Subsidiary to, at any time, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Credit Document;
(b) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies (including pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business; provided, that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness not otherwise permitted pursuant to Section 7.02), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fe) zoning restrictions, easements, rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions, sets of facts that an accurate and up to date survey would show and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gf) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that ;
(g) leases or subleases (and the aggregate outstanding principal amount rights of the Debt secured by tenants thereunder) granted to others not interfering in any material respect with the business of any Credit Party or any Subsidiary;
(h) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredAgreement;
(i) judgment Liens in existence as of the Closing Date as set forth on Schedule 7.01 and any renewals or extensions thereof; provided, that the property covered thereby is not giving rise to an Event of Defaultmaterially changes;
(j) Liens reserved arising from mortgages, deeds of trust and other Uniform Commercial Code financing statements (or equivalent filings or registrations) pursuant to the Existing Credit Facility (solely with respect to the Borrowers as defined in the Existing Credit Facility) not yet released, satisfied or exercisable under any lease or sublease otherwise terminated as of the Closing Date;
(k) Liens pursuant to which the Borrower or any of its Subsidiaries is a lessee which secure Xxxxxxxx Indebtedness; and
(l) other Liens incurred in connection with Consolidated Funded Debt as long as, after giving effect thereto, the payment of rent or Credit Parties are in compliance with the terms financial covenants in Section 6.12, on a pro forma basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such lease or subleaseLien exists as of the Closing Date, as of June 30, 2011); provided, that the rent under such lease Credit Parties may not grant a mortgage, deed of trust, lien, pledge, encumbrance or sublease is not then overdue and other security interest, in each case, to secure Funded Debt with respect to any Unencumbered Property or the Borrower or its Capital Stock in any Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens except in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;
(c) Liens for taxes taxes, assessments or governmental charges which are not yet due overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the Ordinary Course ordinary course of Business business which are secure amounts not overdue for a period of more than 30 thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP;
(de) (i) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to Holdings, the Company or any Lien imposed by ERISARestricted Subsidiary;
(ef) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than DebtIndebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower Company or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other material Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not giving rise at any time encumber any property except for accessions to an Event such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of Defaultequipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
(j) Liens reserved leases, licenses, subleases or sublicenses granted to others in or exercisable under the ordinary course of business which do not (i) interfere in any lease or sublease to which material respect with the Borrower business of the Company or any of its Subsidiaries is a lessee which material Subsidiary or (ii) secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofany Indebtedness;
(k) any interest or title Liens in favor of customs and revenue authorities arising as a lessor under any lease entered into by matter of law to secure payment of customs duties in connection with the Borrower or any importation of its Subsidiaries goods in the ordinary course of its business and covering only the assets so leasedbusiness;
(l) Liens against equipment (i) of a collection bank arising from precautionary UCC financing statement filings regarding operating leases entered into under Section 4-210 of the Uniform Commercial Code on items in the Ordinary Course course of Business; and
collection, (mii) Nonconsensual Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institutions institution arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions and which are within the general parameters customary in the Ordinary Course banking industry;
(m) Liens (i) on cash advances in favor of Business; andthe seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i) and (n) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03;
(o) Liens in favor of the Company or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);
(p) 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 Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and set forth other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (h), or (k);
(q) any interest or title of a lessor under leases entered into by the Company or any of the Restricted Subsidiaries in Schedule 5.08(bthe ordinary course of business;
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;
(t) 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;
(u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Company or any Restricted Subsidiary in the ordinary course of business;
(v) Liens solely on any xxxx xxxxxxx money deposits made by Holdings, the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);
(x) Liens in respect of the Receivables Facility;
(y) Broker-Dealer Liens in respect of the Broker-Dealer Facility;
(z) Pari Passu Liens;
(aa) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located;
(bb) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $75,000,000; and
(cc) Liens on the Collateral securing (i) Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt permitted under Section 7.03(x) and (ii) Alternative Incremental Facility Debt permitted under Section 7.03(z). Notwithstanding the foregoing, no Liens on any IP Collateral shall be permitted at any time, other than pursuant to Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x)(xxx) or (w).
Appears in 3 contracts
Samples: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (GL Trade Overseas, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals, refinancings or extensions thereof, provided that the amount secured or benefited thereby is not increased;
(c) Liens for taxes Taxes, assessments or charges or levies on property not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are do not secure obligations overdue for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personmaintained;
(de) Liens, pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien Liens imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments and appeal bonds, indemnity or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, zoning, restrictions and or other similar encumbrances affecting real property or imperfections in title and obligations contained in similar instruments and prior rights of other Persons which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of and its Subsidiaries prior or could not reasonably be expected to its acquisition of such Property or existing on Property of have a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredMaterial Adverse Effect;
(h) purchase money Liens upon securing judgments, decrees or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation attachments not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise on property of the Borrower securing the Borrower’s First Mortgage Bonds issued pursuant to an Event the Indenture, dated as of DefaultOctober 1, 1935, as amended, supplemented, refinanced, replaced or otherwise modified from time to time, between the Borrower and The Bank of New York Mellon (or its predecessors or successors);
(j) Liens reserved in or exercisable under any lease or sublease to which on property of the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance in connection with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofcollateralized pollution control bonds;
(k) Liens on property of the Borrower in connection with any construction project or generating plant as security for any Indebtedness incurred for the purpose of financing all or part of such construction project or generating plant, and in each case, Liens and charges incidental thereto; provided that the aggregate amount of Indebtedness secured by Liens permitted pursuant to this clause (k) shall not exceed $500,000,000;
(l) banker’s liens and rights of setoff arising by operation of law and contractual rights of setoff;
(m) leases or subleases granted in the ordinary course of business to others not interfering in any material respect with the business of the Borrower or its Subsidiaries and any interest or title of a lessor lessee under any lease not in violation of this Agreement;
(n) purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;
(o) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license or permit, or any provision of law, to purchase or capture or designate a purchaser of any property;
(p) Liens with respect to cash collateral deposited by the Borrower with counterparties in the ordinary course of Borrower’s purchase and sale of energy, power, interest rate xxxxxx, coal and other commodities;
(q) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to such lease) permitted under this Agreement; provided that such Liens are only in respect of property subject to, and secure only, the respective lease (and any other lease with the same or affiliated lessor);
(r) any (i) Lien existing on any property at the time such property is acquired by the Borrower or any of its Subsidiaries or on any property of any Person at the time such Person becomes, or is merged into, a Subsidiary of the Borrower; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming, or being merged into, such Subsidiary, as the ordinary course case may be, (B) such Lien shall not attach or apply to any other property or assets of the Borrower or any of its business Subsidiaries, and covering (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes, or is merged into, such Subsidiary, as the case may be, and any extension, renewal, refunding or refinancing thereof, so long as the aggregate principal amount so extended, renewed, refunded or refinanced is not increased, and (ii) Lien securing Indebtedness in respect of purchase money obligations for the acquisition, lease, construction or improvement of fixed assets so or Capital Lease Obligations, provided that (A) such Lien only attaches to such fixed assets being acquired, leased, constructed or improved and (B) the Indebtedness secured by such Lien does not exceed the cost or fair market value, whichever is lower, of the fixed assets being acquired, leased, constructed or improved on the date of acquisition, lease, construction or improvement; provided that the aggregate principal amount of Indebtedness at any time outstanding secured by a Lien described in this subsection (r) shall not exceed an amount equal to 5% of the Consolidated Tangible Assets at such time;
(ls) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into incurred in the Ordinary Course connection with an obligation to cash collateralize letters of Businesscredit or swing line loans; and
(mt) Nonconsensual Liens Liens, in favor addition to those listed above, securing Indebtedness and other obligations in an aggregate amount at any time not exceeding the greater of banking institutions arising as a matter (i) $50,000,000 and (ii) 2.5% of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Consolidated Tangible Assets.
Appears in 3 contracts
Samples: Credit Agreement (DPL Inc), Credit Agreement (DPL Inc), Credit Agreement (Dayton Power & Light Co)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby consists only of the property covered by the Liens being renewed or extended and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens for taxes taxes, assessments or other governmental charges, not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , landlord or other like Liens imposed by Law or arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) Liens, pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or a Foreign Benefit Law;
(ef) Liens or deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness, and including deposits (but not Liens) related to the acquisition of property;
(fi) Liens with respect to minor imperfections of title and easements, rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges, encumbrances or title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
, (gii) Liens existing on Property acquired in the case of any property covered by a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, the Administrative Agent insuring the Mortgage; and (iii) in the case of any property covered by a Mortgage, upon certification by the Borrower that an easement, right-of-way, restriction, reservation, permit, servitude or other similar encumbrance granted or to be granted by the Borrower or any such Restricted Subsidiary does not materially detract from the value of or materially impair the use by the Borrower or such Restricted Subsidiary in the ordinary course of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount business of the Debt secured by property subject to or to be subject to such encumbrance, the Liens permitted by this paragraph (g) Administrative Agent shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which execute such Lien is created, assumed or incurreddocuments as are reasonably requested to subordinate its Mortgage to such encumbrance;
(h) purchase money with respect to any Mortgaged Fee Property, Liens upon which appear as exceptions to the Title Policy delivered to the Administrative Agent with respect to such Mortgaged Fee Property that are not otherwise permitted by Section 8.01(a), (c), (d), (g) or in (i) and are acceptable to the Administrative Agent, it being understood that Liens appearing on the Title Policies delivered to the Administrative Agent on the Closing Date are acceptable to the Administrative Agent;
(i) any Property acquired interest or held by title of a lessor or sublessor and any restriction or encumbrance to which the Borrower interest or any of its Subsidiaries to secure the purchase price title of such Property lessor or sublessor may be subject that is incurred in the ordinary course of business and, either individually or when aggregated with all other Liens described in clauses (a) through (h) in effect on any date of determination, could not be reasonably expected to secure Debt incurred solely have a Material Adverse Effect;
(j) Liens securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h9.01 or securing appeal or other surety bonds related to such judgments;
(k) Liens securing Indebtedness permitted under Section 8.03(e); provided that the aggregate outstanding principal amount of the Debt secured by the (i) such Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on or after the date on which such Lien is created, assumed or incurredof acquisition;
(il) judgment Liens not giving rise in the nature of trustees’ Liens granted pursuant to an Event any indenture governing any Indebtedness permitted by Section 8.03, in each case in favor of Defaultthe trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof;
(jm) Liens reserved of sellers of goods to the Borrower and the Restricted Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(n) Liens securing Assumed Indebtedness of the Borrower and the Restricted Subsidiaries permitted pursuant to Section 8.03(f); provided that (i) such Liens do not at any time encumber any property other than property of the Subsidiary acquired, or exercisable under the property acquired, and proceeds thereof in connection with such Assumed Indebtedness and shall not attach to any lease or sublease to which assets of the Borrower or any of its the Restricted Subsidiaries is a lessee theretofore existing or (except for any such proceeds) which secure arise after the payment date thereof and (ii) the Assumed Indebtedness and other secured Indebtedness of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue Borrower and the Borrower or its Subsidiary is Restricted Subsidiaries secured by any such Lien does not exceed the fair market value of the property being acquired in material compliance connection with the terms and conditions thereofsuch Assumed Indebtedness;
(ko) any interest Liens on assets of Foreign Subsidiaries of the Borrower securing Indebtedness of such Foreign Subsidiaries permitted pursuant to clause (h), (l) or title (m) of a lessor under any lease entered into Section 8.03;
(p) Liens on the Equity Interests of Unrestricted Subsidiaries securing Indebtedness incurred by such Unrestricted Subsidiaries;
(q) operating leases or subleases granted by the Borrower or any of its the Restricted Subsidiaries to any other Person in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Businessbusiness; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nr) Liens existing on (i) Accounts sold or contributed to a Receivables Co. in connection with a Permitted Receivables Transaction, (ii) other assets related to such Accounts and (iii) proceeds of the Closing Date and set forth foregoing, in Schedule 5.08(b)each case created in connection with such Permitted Receivables Transaction.
Appears in 3 contracts
Samples: Credit Agreement (Mueller Group, Inc.), Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Walter Industries Inc /New/)
Liens. CreateThe Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon on any of its property, assets or revenues, whether property now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant on any property or asset of the Company or any Subsidiary existing on the Date of Closing set forth on Schedule 6D; provided, that such Lien shall not apply to any Loan Documentproperty or asset of the Company or any Subsidiary not encumbered thereby on the date hereof;
(b) Liens for taxes taxes, assessments, governmental charges or levies, statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due or the payment of which are being contested in good faith and is not at the time required by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPparagraph 5E;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens (other than any Lien imposed by ERISA) incurred or other like Liens arising deposits made in the Ordinary Course ordinary course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
business (di) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other types of social security legislationor retirement benefits, other than any Lien imposed by ERISA;
or (eii) deposits to secure (or to obtain letters of credit that secure) the performance of bids, trade contracts and leases (other than Debt)tenders, statutory obligations, surety bonds bonds, appeal bonds, bids, leases (other than bonds related to judgments or litigationleases providing for Capitalized Lease Obligations), performance bonds and bonds, purchase, construction or sales contracts or other obligations similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of a like nature incurred in the Ordinary Course of Business;
(f) easementsdeferred purchase price, rights-of-way, restrictions and other similar encumbrances affecting real property whichwhich do not, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Company’s property subject thereto or materially interfere with assets or impair the ordinary conduct use thereof or operation of the business of the applicable Personits business;
(gd) Liens existing on Property acquired by property or assets of the Borrower Company or any of its Subsidiaries prior to its acquisition Subsidiary securing obligations of such Property Obligor or existing on Property of a newly acquired Subsidiary prior to the Borrower’s Company or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount a Wholly Owned Subsidiary of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredCompany;
(he) Liens on insurance policies owned by the Company on the lives of its officers securing policy loans obtained from the insurers under such policies, provided that (i) the aggregate amount borrowed on each policy shall not exceed the loan value thereof, and (ii) the Company shall not incur any liability to repay any such loans;
(f) Liens in respect of purchase money Liens upon or obligations in any Property acquired fixed or held by the Borrower or any of its Subsidiaries capital assets to secure the purchase price or the cost of construction or improvement of such Property fixed or capital assets or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(hfixed or capital assets (including Liens securing any Capitalized Lease Obligations); provided provided, that (i) such Lien secures Indebtedness permitted by paragraph 6C(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the aggregate outstanding principal amount acquisition, improvement or completion of the Debt construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in connection therewith;
(g) Liens (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Company, (ii) existing on any asset of any Person at the time such Person is merged with or into the Company or any Subsidiary of the Company or (iii) existing on any asset prior to the acquisition thereof by the Liens permitted by this paragraph Company or any Subsidiary of the Company; provided, that any such Lien was not created in contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;
(h) shall notLiens on shares of stock or other equity interests of any Foreign Subsidiary, when combined only to the extent that the Notes and the obligations relating thereto are secured pari passu with the aggregate outstanding principal amount of Debt any other Indebtedness or obligations secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredthereby;
(i) judgment Liens not giving rise to an Event of DefaultDefault or Liens created by or existing from any litigation or legal proceedings that are currently being contested in good faith for which adequate reserves have been established;
(j) Liens reserved easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or exercisable under materially interfere with the ordinary conduct of business of any lease or sublease to which the Borrower Obligor or any Subsidiary;
(k) other Liens incidental to the conduct of the business of any Obligor or any Subsidiary or the ownership of its Subsidiaries is a lessee property and assets which secure the payment of rent or compliance were not incurred in connection with the terms borrowing of such lease money or subleasethe obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(l) extensions, renewals, or replacements of any Lien referred to above in subparagraphs (a), (b), (c), (e), (f), (g), (i) and (j) of this paragraph 6D; provided, that the rent under such lease or sublease principal amount of the Indebtedness secured thereby is not then overdue increased and the Borrower that any such extension, renewal or its Subsidiary replacement is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only limited to the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Businessoriginally encumbered thereby; [and]
(m) Nonconsensual Liens in favor securing Indebtedness permitted by paragraph 6C(l); provided that such Liens apply only to (i) the Capital Stock of banking institutions arising as a matter Dent-A-Med and (ii) the assets of law and encumbering the deposits (Dent-A-Med Entities, including the right Capital Stock of setany Subsidiaries of Dent-off) held by such banking institutions in the Ordinary Course of BusinessA-Med[.] ; and
(n) Liens existing on securing obligations (other than Indebtedness) incurred in the Closing Date and set forth ordinary course of business in Schedule 5.08(b)an aggregate principal amount not to exceed at any time $5,000,000.
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Aaron's Inc), Note Purchase Agreement (Aaron's Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes taxes, assessments and other governmental charges not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Holdings, the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP;
(cb) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings;
(c) pledges or deposits in connection with workers' compensation, if adequate reserves with respect thereto are maintained on the books of the applicable Personinsurance and social security legislation;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits made to secure the performance of bids, tenders, trade contracts and leases (other than Debt)contracts, leases, statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness, in each case excluding obligations for borrowed money;
(fe) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the applicable PersonBorrower or any of its Subsidiaries;
(gf) Liens existing on Property acquired by securing (i) Indebtedness of the Borrower or any of its Subsidiaries prior incurred pursuant to its Section 7.2(d) to finance the acquisition of fixed or capital assets, provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such Property fixed or existing on Property of a newly acquired Subsidiary prior to capital assets, (B) such Liens do not at any time encumber any property other than the Borrower’s or any other Subsidiary’s acquisition of stock of property financed by such newly acquired Subsidiary; provided, however, that Indebtedness and (C) the aggregate outstanding principal amount of Indebtedness secured thereby is not increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the Debt secured by the Liens permitted by this paragraph property of Excluded Acquired Subsidiaries;
(g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% on assets of the Borrower’s Net Worth at Borrower and any time on Guarantor, in each case constituting Collateral under the Guarantee and Collateral Agreement, securing Indebtedness of the Borrower or after such Guarantor, as the date on which such Lien is createdcase may be, assumed incurred pursuant to Section 7.2(k) or incurred(m), subject to the Senior Note Intercreditor Agreement;
(h) purchase money Liens upon or in created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Property acquired or held by the Borrower Lender or any Affiliate of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredLender;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in any landlord's Lien or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any other interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits;
(k) Liens of or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with franchise agreements or Pole Agreements;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course judgments or decrees not constituting an Event of Business; andDefault under Section 8.1(i);
(m) Nonconsensual Liens arising under or in favor of banking institutions arising as a matter of law connection with any sale and encumbering the deposits (including the right of set-off) held leaseback transaction permitted by such banking institutions in the Ordinary Course of Business; andSection 7.10;
(n) Liens existing consisting of cash collateral in an aggregate amount not exceeding $100,000,000 at any time, securing Specified Hedge Agreements or letters of credit issued pursuant to Section 7.2(h);
(o) second-priority Liens on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Senior Note Intercreditor Agreement as in effect on the Closing Restatement Effective Date;
(p) Liens in favor of the Borrower created pursuant to the Silo Guarantee and Collateral Agreements as in effect on the Restatement Effective Date;
(q) third-priority Liens on Equity Interests of the Borrower securing Indebtedness of Holdings incurred pursuant to Section 7.2(e) or (m), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Holdings Credit Agreement as in effect on the Restatement Effective Date, and in any event subject to an intercreditor agreement on terms and conditions satisfactory to the Administrative Agent (it being agreed that the Holdings Intercreditor Agreement as in effect on the Restatement Effective Date is satisfactory);
(r) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $50,000,000 at any one time outstanding; and
(s) Liens on assets of Holdings, the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and set forth in Schedule 5.08(bCollateral Agreement that are subject to the terms of the First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.2(n).
Appears in 3 contracts
Samples: Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, other than the following:
(ai) Liens covering the Collateral in favor of either Agent for the benefit of the Lenders granted or created pursuant to any Loan Document;Document (including, without limitation, the Security Agreement and the Mortgages); (ii) Liens granted pursuant to the Security Agreement and the Mortgages covering the Collateral in favor of the trustee under the Borrower Senior Notes Indenture and in favor of the holders of the Secured Trade Debt securing the Indebtedness evidenced by the Borrower Senior Notes and the Secured Trade Debt, respectively, each of which Liens is effectively subordinated, as to priority, to the Liens referred to in clause (i) preceding in accordance with the Security Agreement, and (iii) Liens granted pursuant to the Security Agreement covering only the general and limited partnership interests in the Borrower owned by Holdings and Petro (and no other Collateral) in favor of the trustee under the Holdings Senior Notes Indenture securing the Indebtedness evidenced by the Holdings Senior Notes, each of which Liens is effectively subordinated, as to priority, to the Liens referred to in clause (i) and clause (ii) preceding in accordance with the Security Agreement.
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or repairmen and suppliers and other like Liens imposed by Law or pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred Indebtedness permitted in accordance with Section 8.03(l) made in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case (taken as a whole) materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation not constituting an Event of Default under such judgments) permitted in accordance with Section 8.01(h8.03(m); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing purchase money Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the purchase price of the Property being acquired and (iii) such Liens attach to an Event of Defaultsuch Property concurrently with or within 90 days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others in or exercisable under the ordinary course of business of a Loan Party and not interfering in any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance material respect with the terms business of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofany Loan Party;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 8.02;
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the Closing Date course of collection;
(o) Liens of sellers of goods to the Borrower and set forth any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in Schedule 5.08(bthe ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; and
(p) Liens in respect of the Subject Receivables (i) in favor of a Person providing services for the purpose of facilitating collection of the Subject Receivables on behalf and for the account of the Borrower and (ii) securing only Indebtedness permitted under Section 8.03(k); provided, however, that, notwithstanding anything to the contrary contained in the foregoing clauses (a) through (p), none of the Excluded Property shall be subject to any Lien referred to in clause (b), (e), (f), (h), (i), (l), (m), (n) or (p) and none of the Undeveloped Land shall be subject to any Lien referred to in clause (b), (e), (f), (h), (i), (l), (m), (n) or (p).
Appears in 3 contracts
Samples: Credit Agreement (Petro Stopping Centers L P), Credit Agreement (Petro Stopping Centers Holdings Lp), Credit Agreement (Petro Financial Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 sixty days or which or, if overdue for more than sixty days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance (including payment) of bids, trade contracts contracts, licenses and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;
(k) any interest of title of a lessor under, and Liens reserved arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or exercisable other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens arising on any lease real property as a result of any eminent domain, condemnation or sublease similar proceeding being commenced with respect to which such real property;
(p) Liens on an insurance policy of the Borrower or any Subsidiary and the identifiable cash proceeds thereof in favor of the issuer of such policy and securing Indebtedness permitted to finance the premiums of such policies;
(q) Liens of sellers of goods to the Borrower or any of its Subsidiaries is a lessee which secure arising under Article 2 of the payment of rent or compliance with UCC in effect in the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries relevant jurisdiction in the ordinary course of its business business, covering only the goods sold and covering only the assets so leasedunpaid purchase price for such goods and related expenses;
(lr) Liens against equipment for the benefit of a seller deemed to attach solely to xxxx xxxxxxx money deposits in connection with a letter of intent or acquisition agreement with respect to a Permitted Acquisition;
(s) Liens constituting the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(t) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into payment obligations being contested in good faith by appropriate proceedings;
(u) Liens securing the Park Royal IRB Debt; provided that (i) such Lien does not at any time encumber any property other than the assets of Park Royal described in the Ordinary Course documents governing the Park Royal IRB Debt in effect on the date of Businessthe Acquisition of Park Royal;
(v) Liens securing Acquired Indebtedness permitted under Section 8.03(o), provided that (i) such Liens do not at any time encumber any property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nw) Liens existing on the Closing Date and set forth securing obligations in Schedule 5.08(b)an aggregate amount not to exceed $5,000,000 outstanding at any one time.
Appears in 3 contracts
Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 9.1 and any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Sections 9.3(b), (c) or (m);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet more than 30 days past due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business; provided that such Liens secure only amounts not overdue for a period of more than 30 days past due and payable or, if due and payable, no other action has been taken in accordance with Applicable Law to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure (i) the performance of tenders, bids, trade contracts contracts, licenses and leases (other than Debt)leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)bonds, performance bonds bonds, bank guaranties and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness (including xxxxxxx money deposits in respect of any Acquisition), or (ii) indemnification obligations relating to any Disposition (including any transaction described in the definition of Disposition) permitted by this Agreement;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing securing judgments, awards or orders for the payment of money that do not constitute an Event of Default pursuant to Section 10.1(h);
(i) Liens securing purchase money Indebtedness permitted under Section 9.3(b), (c), (h) or (m) and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the purchase price of the Property acquired;
(j) leases, licenses or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;
(k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 9.2;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the UCC (or equivalent in foreign jurisdictions) on Property acquired items in the course of collection;
(o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the UCC or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(p) Liens on cash collateral securing reimbursement obligations of the Borrower and its Subsidiaries under letters of credit;
(q) Liens granted to the United States Government pursuant to F.A.R. 52.232-16 and F.A.R. 52.245-5 on certain assets of Borrower or any Subsidiary in prime contracts with the United States Government or any United States Agency or as specified in subcontracts to which the Borrower is a party;
(r) liens on work-in-progress and associated property of the Borrower or its Subsidiaries under any contract with a customer, including, without limitation, labor, services, materials, data, documentation, records, equipment, inventory, general intangibles, intellectual property, computer programs, documents, goods and proceeds of the foregoing; provided that unless otherwise approved by the Administrative Agent, in each case such liens shall extend only to (x) work-in-progress and associated property to be furnished or transferred to the customer pursuant to such contract, (y) rights under subcontracts and general intangibles entered into by the Borrower or any of its Subsidiaries prior to its acquisition in connection with the performance of such Property contract and (z) proceeds of any the foregoing;
(s) Liens securing Indebtedness permitted under Section 9.3(h); and
(t) Liens not otherwise permitted by the foregoing clauses of this Section 9.1 securing obligations or existing on Property other liabilities of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired SubsidiaryCredit Party; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) all such obligations and liabilities shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, not exceed 10% of the Borrower’s Net Worth $25,000,000 at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)time.
Appears in 3 contracts
Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the scope of the property covered thereby is not increased;
(c) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, ,’ warehousemen’s, mechanics’, ,’ materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 thirty days or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation, which are covered in subsection (h) below), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing securing judgments for the payment of money which do not constitute Events of Default hereunder;
(i) Liens securing, or in respect of, Indebtedness in respect of capital leases, Synthetic Leases and purchase money obligations for fixed or capital assets (including, but not limited to, any such Lien granted within 180 days of the acquisition of such fixed or capital asset); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on Property acquired by the date of acquisition;
(j) Liens on property or assets of the Borrower or any Subsidiary granted in connection with Sale and Leaseback Transactions, provided that the aggregate Attributable Principal Amount in connection with such Sale and Leaseback Transactions shall not at any time be in excess of its Subsidiaries prior $100,000,000;
(k) Liens on property or assets of the Borrower or any Subsidiary granted in connection with Securitization Transactions;
(l) Liens in favor of customs and revenue authorities arising as a matter of law to its acquisition secure payment of such Property or existing customs duties in connection with the importation of goods;
(m) licenses of intellectual property rights in the ordinary course of business;
(n) Liens on Property the property and assets of a newly acquired Subsidiary prior any Person to the Borrower’s extent such Liens are existing at the time such Person becomes a member of the Consolidated Group, and any renewals, extensions or replacements thereof so long as the scope of the property covered thereby is not increased, provided such Liens are not created in contemplation thereof and do not extend to any property or assets of any other member of the Consolidated Group;
(o) Liens on property or assets of the Borrower and any Subsidiary granted in connection with environmental remediation or similar obligations with respect to such property or assets not to exceed $50,000,000 in the aggregate;
(p) Liens in favor of the United States or any state thereof, or any agency, instrumentality or political subdivision of any of the foregoing, to secure partial, progress, advance or other Subsidiary’s acquisition payments or performance pursuant to the provisions of stock of such newly acquired Subsidiaryany contract or statute, to the extent not constituting Indebtedness; and
(q) Liens other than those referred to in subparagraphs (a) through (p) above, provided, however, that the aggregate outstanding principal amount of the Debt obligations secured by the such Liens permitted by this paragraph (g) shall not, when combined with plus the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (hunsecured Indebtedness of Subsidiaries of the Borrower outstanding pursuant to Section 8.07(e) of this Section 7.01, does not exceed 1020% of the Borrower’s Consolidated Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Worth.
Appears in 3 contracts
Samples: Cash Bridge Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Liens. CreateNo Credit Party shall, nor shall they permit any Subsidiary to, at any time, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Credit Document;
(b) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies (including pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business; provided, that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness not otherwise permitted pursuant to Section 7.02), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fe) zoning restrictions, easements, rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions, sets of facts that an accurate and up to date survey would show and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gf) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that ;
(g) leases or subleases (and the aggregate outstanding principal amount rights of the Debt secured by tenants thereunder) granted to others not interfering in any material respect with the business of any Credit Party or any Subsidiary;
(h) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredAgreement;
(i) judgment Liens in existence as of the Closing Date as set forth on Schedule 7.01 and any renewals or extensions thereof; provided, that the property covered thereby is not giving rise to an Event of Defaultmaterially changed;
(j) Liens reserved pursuant to the Bxxxxxxx Indebtedness; and
(k) other Liens incurred in or exercisable under any lease or sublease to which connection with Consolidated Funded Debt as long as, after giving effect thereto, the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or Credit Parties are in compliance with the terms financial covenants in Section 6.12, on a pro forma basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such lease or subleaseLien exists as of the Closing Date, as of March 31, 2017); provided, that the rent under such lease Credit Parties may not grant a mortgage, deed of trust, lien, pledge, encumbrance or sublease is not then overdue and other security interest, in each case, to secure Funded Debt with respect to any Unencumbered Property or the Borrower or its Capital Stock in any Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens except in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Lenders.
Appears in 3 contracts
Samples: Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;and
(i) judgment Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under at any lease or sublease to which time encumber any property other than the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held property financed by such banking institutions in Indebtedness and (ii) the Ordinary Course Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of Business; and
(n) Liens existing the property being acquired on the Closing Date and set forth in Schedule 5.08(b)date of acquisition.
Appears in 3 contracts
Samples: Credit Agreement (Celadon Group Inc), Credit Agreement (Celadon Group Inc), Credit Agreement (Celadon Group Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed or refinanced by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;
(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or for property taxes on property that the Borrower or one if its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment or other charge is to such property;
(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not yet due overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(ce) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(di) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISARestricted Subsidiary;
(ef) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than DebtIndebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Restricted Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not giving rise at any time encumber any property except for accessions to an Event such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of Defaultassets provided by one lender may be cross collateralized to other financings of assets provided by such lender (or its affiliates);
(j) Liens reserved leases, licenses, subleases or sublicenses granted to others in or exercisable under the ordinary course of business which do not (i) interfere in any lease or sublease to which material respect with the business of the Borrower or any of its Subsidiaries is a lessee which Restricted Subsidiary or (ii) secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofany Indebtedness;
(k) any interest or title Liens in favor of customs and revenue authorities arising as a lessor under any lease entered into by matter of law to secure payment of customs duties in connection with the Borrower or any importation of its Subsidiaries goods in the ordinary course of its business and covering only the assets so leasedbusiness;
(l) Liens against equipment (i) of a collection bank arising from precautionary UCC financing statement filings regarding operating leases entered into under Section 4-210 of the Uniform Commercial Code on items in the Ordinary Course course of Businesscollection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and
and (miii) Nonconsensual Liens in favor of a banking institutions institution arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions and which are within the general parameters customary in the Ordinary Course banking industry;
(m) Liens (i) on cash advances in favor of Business; andthe seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i), (n), (o) and (v) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(n) Liens on (i) property of any Foreign Subsidiary that is not a Loan Party, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03 and (ii) property of any Restricted Subsidiary in favor of any Loan Party;
(o) 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 Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary (other than any Person that is a Subsidiary at the time of such acquisition of another Person that becomes a Restricted Subsidiary)); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and set forth other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time (or incurred pursuant to a commitment entered into prior to such time) and which require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (h), or (k);
(p) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries in Schedule 5.08(bthe ordinary course of business;
(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
(r) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;
(s) 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;
(t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business and (iv) otherwise to secure Cash Management Obligations in the ordinary course of business;
(u) Liens solely on any xxxx xxxxxxx money deposits to secure the obligations of the Borrower or any of the Restricted Subsidiaries under any letter of intent or purchase agreement permitted hereunder;
(i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition, (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g), and (iii) Liens securing Indebtedness permitted under Section 7.03(s) on the property and assets of the Person or Persons (and its or their Equity Interests) acquired with the proceeds of such Indebtedness;
(w) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;
(x) Liens on the assets of Receivables Subsidiaries in respect of the Receivables Facilities;
(y) Liens (i) incurred by a Receivables Management Subsidiary on Receivables Management Assets securing a Receivables Management Financing permitted under Section 7.03, (ii) on the Equity Interests of any Excluded Receivables Management Subsidiary and its property and assets securing a Receivables Management Financing and (iii) on Receivables Management Assets in connection with any Disposition of Receivables Management Assets by a Receivables Management Subsidiary;
(z) other Liens securing obligations outstanding in an aggregate principal amount not to exceed $75,000,000; and
(aa) Liens securing Additional Senior Secured Notes, provided if the Liens on the Collateral securing such Additional Senior Secured Notes (i) are or intended to be junior in priority to the Liens on the Collateral securing the Obligations, then such Liens shall be subject to a Junior Priority Intercreditor Agreement and (ii) are pari passu to Liens on the Collateral securing the Obligations, then such Liens shall be subject to a Pari Passu Intercreditor Agreement.
Appears in 2 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC)
Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its assets or property, assets or revenuespermit any Material Subsidiary so to do, whether now owned or hereafter acquiredexcept: (i) Liens, other than if any, in favor of the following:
Administrative Agent and the Banks collectively; (aii) Liens pursuant arising in connection with workers' compensation, unemployment insurance and other social security legislation; (iii) Liens in existence on the date hereof which secure obligations disclosed in the financial statements referred to in Section 9.10 or in the notes thereto; (iv) Liens placed or existing at the time of any Loan Document;
acquisition of property being acquired by the Borrower or such Material Subsidiary; (bv) Liens for property taxes not yet due and payable and Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or such Material Subsidiary, as the case may be, in accordance with GAAP;
; (cvi) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
Borrower or such Material Subsidiary, as the case may be, in accordance with GAAP; (d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(evii) deposits to secure the performance of bids, trade contracts and leases (other than Debtfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Business;
business; (fviii) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
Borrower and its Subsidiaries; (gix) Liens existing on Property acquired by in favor of the United States of America or any other governmental agencies or entities for amounts paid to the Borrower or any of its Subsidiaries prior as progress payments under government contracts entered into by it; (x) Liens on assets of Persons that become Subsidiaries after the date hereof, provided that such Liens exist at the time the respective Persons become Subsidiaries and are not created in anticipation thereof; (xi) Liens securing Debt of the Borrower or any Material Subsidiary incurred to its finance the acquisition or improvement of fixed or capital assets or assumed in connection with the acquisition of such Property fixed or existing on Property capital assets, provided that (A) such Liens shall be created substantially simultaneously with the acquisition or improvement of a newly acquired Subsidiary prior such fixed or capital assets, (B) such Liens do not at any time encumber any property or assets other than the fixed or capital assets (and improvements thereon) financed by such Debt, (C) the amount of Debt secured thereby is not increased, (D) the amount of Debt initially secured thereby is not more than 100% of the purchase price of such fixed or capital asset or the cost of such improvement and (E) to the Borrower’s extent that the amount of Debt initially secured thereby with respect to any single transaction or related series of transactions exceeds $125,000,000, the assets so acquired do not constitute all or substantially all of the assets of the seller and its affiliates taken as a whole or of any other Subsidiary’s acquisition business unit thereof; (xii) Liens on accounts receivable of stock the Borrower and its Subsidiaries to secure Debt incurred thereby on account of such newly acquired Subsidiaryaccounts receivables financings; (xiii) Liens granted in any extension, renewal, or replacement of any of the permitted Liens described above; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, thereby shall not exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt so secured by Liens permitted by paragraph (g) of this Section 7.01at the time such Lien was originally granted, exceed 10% and that such extension, renewal or replacement shall be limited to all or part of the Borrower’s Net Worth property which secured the Lien so extended, renewed or replaced (plus improvements and construction on such property), (xiv) Liens on Margin Stock and (xv) other Liens which secure Debt of the Borrower and its Material Subsidiaries in an aggregate principal amount not to exceed $350,000,000 at any one time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)outstanding.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Computer Associates International Inc), 364 Day Credit Agreement (Computer Associates International Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or authorize or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or assign any right, title or interest in and to accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not expanded, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , suppliers or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;.
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower securing judgments (or any of its Subsidiaries prior appeal or surety bonds relating to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (gjudgments) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(e); provided that such Liens do not at any time encumber any property other than the property financed by such Indebtedness;
(j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or its Subsidiaries;
(k) Liens on the interest of any Person (other than the Borrower or its Subsidiaries) in any property leased by such Person to the Borrower or its Subsidiaries;
(l) rights of licensors and licensees under licenses of IP Rights entered into in the ordinary course of business;
(m) Liens on Equity Interests in any joint venture securing obligations of such joint venture;
(n) Liens of sellers of goods to the Borrower or its Subsidiaries arising under Article 2 of the Uniform Commercial Code in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(o) Liens on cash collateral or other deposits in favor of the issuing lender of letters of credit issued pursuant to Section 7.02(l);
(p) Liens on property or assets acquired pursuant to an acquisition or other investment permitted under Section 7.03 (and the proceeds thereof) or on property or assets of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to such acquisition and not created in contemplation thereof; provided that (i) such Liens do not at any time extend to any other entity, property or assets and (ii) the aggregate outstanding principal amount of the Debt Indebtedness secured by the such Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth not at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Businessexceed $25,000,000; and
(mq) Nonconsensual Liens (other than Liens described in favor any of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-offforegoing clauses) held by such banking institutions securing obligations not exceeding $15,000,000 in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)aggregate at any time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Mantech International Corp), Credit Agreement (Mantech International Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any the Loan DocumentDocuments securing the Obligations (including obligations arising under Secured Hedge Agreements to the extent set forth in the definition of “Obligations”);
(b) Liens existing on the date hereof and, to the extent securing Indebtedness in excess of $1,000,000 in the aggregate, set forth on Schedule 7.01(b);
(c) Liens for taxes taxes, assessments or governmental charges (i) which are not yet due or overdue, (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAPGAAP or (iii) which are not material;
(cd) statutory or common law Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the Ordinary Course ordinary course of Business business (other than a Lien imposed under Section 430(k) of the Code or Section 303(k) of ERISA) (i) which are secure amounts not overdue for a period of more than 30 thirty (30) days or if more than thirty (30) days overdue, are unfiled (or, if, filed have been discharged or stayed) and no other action has been taken to enforce such Lien or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson to the extent required in accordance with GAAP;
(de) pledges (i) pledges, deposits or deposits Liens arising as a matter of law in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, payroll taxes, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISARestricted Subsidiary;
(ef) deposits Liens incurred in the ordinary course of business to secure the performance of bids, trade contracts, governmental contracts and leases (other than DebtIndebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business(including those to secure health, safety and environmental obligations);
(fg) easements, rights-of-way, restrictions restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing Restricted Subsidiary and any exception on Property of a newly acquired Subsidiary prior the Mortgage Policies issued to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined Collateral Agent in connection with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredMortgaged Property;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.03(f); provided, that, (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to an Event such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided, that, individual financings of Defaultequipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender;
(j) leases, licenses, subleases or sublicenses and Liens reserved on the property (including licenses of Intellectual Property (limited, in or exercisable under the case of Material Intellectual Property, to non-exclusive licenses with respect thereto and exclusive licenses which do not interfere in any lease or sublease material respect with the ordinary conduct of business by Borrower and its Restricted Subsidiaries) covered thereby, in each case, granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any of its Subsidiaries is Restricted Subsidiary, taken as a lessee which whole, or (ii) secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofany Indebtedness;
(k) 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 in the ordinary course of business;
(l) Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry;
(m) Xxxxx (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(j), (n), (t) or (y) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(n) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(e) (provided, that, solely with respect to Indebtedness required to be Subordinated Debt under Section 7.03(e), such Lien shall be subordinated to the Liens on the Collateral securing the Obligations to the same extent);
(o) 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 Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the date hereof; provided, that, (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) 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 subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03;
(p) any interest or title of a lessor or sublessor under leases or subleases entered into by the Borrower or any lease of their Restricted Subsidiaries in the ordinary course of business;
(q) Liens, if any, arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of its business and covering only the assets so leasedbusiness;
(lr) Liens against equipment that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;
(s) Liens, if any, arising from precautionary UCC Uniform Commercial Code financing statement filings regarding operating filings;
(t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(u) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;
(v) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;
(w) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 7.01; provided, that, (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;
(x) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;
(y) Liens on property of a Non-Loan Party securing Indebtedness or other obligations of such Non-Loan Party;
(z) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of their Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(aa) Liens securing Indebtedness permitted pursuant to Section 7.03(t); provided, that, such Liens shall be a Lien ranking junior to the Lien securing the Obligations (but may not be secured by any assets that are not Collateral) and, in any such case, the beneficiaries thereof (or an agent on their behalf) shall have entered into an Acceptable Intercreditor Agreement pursuant to the terms thereof; (bb) Liens (i) on cash collateral securing Indebtedness permitted pursuant to Section 7.03(g) and (ii) securing Indebtedness permitted pursuant to Section 7.03(m), provided that Liens with respect to (i) the “Obligations” in respect of obligations under any Secured Hedge Agreement with a Hedge Bank listed under clause (ii) of the definition of “Hedge Bank” and (ii) the “Obligations” in respect of Cash Management Obligations with a Cash Management Bank listed under clause (ii) of the definition of “Cash Management Bank”, shall not exceed $5,000,000 in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b).aggregate at any time outstanding;
Appears in 2 contracts
Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Liens. CreateEach Obligor will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its propertyProperties, assets or revenues, whether now owned or hereafter acquired, or assign any account or other right to receive income, other than the following:following (collectively, “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 10.2.2 and any renewals or extensions thereof, provided that (i) no additional property is added to the Property covered thereby, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;
(c) Liens for taxes Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted and adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP are being maintained by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;
(cd) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, lessor’s or other like Liens Liens, in each case arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted and adequate reserves in accordance with respect thereto GAAP are being maintained on the books by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the applicable Personcontested obligation and enforcement of any Lien securing such obligation;
(de) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation or security deductibles, self-insurance, insurance premiums, co-payment, co-insurance, retentions and similar obligations (other than any Lien imposed by ERISA);
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtDebt in respect of Capitalized Leases and Synthetic Lease Obligations), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the Ordinary Course of Business;
(fg) (i) terms, conditions, exceptions, limitations, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar encumbrances affecting charges or encumbrances, minor right-of-way gaps and minor title deficiencies on or with respect to any real property whichproperty, in each case, whether now or hereafter in existence, that do not secure any monetary obligations and would not, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or be reasonably expected to materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by Borrowers and their Restricted Subsidiaries, taken as a whole, or materially detract from the Borrower use of the property which they affect, and for the purposes of this Agreement, any minor title deficiency shall include, but not be limited to, terms, conditions, exceptions, limitations, easements, rights-of-way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way on, over or in respect of any of its Subsidiaries prior the properties of any Obligor that are customarily granted or permitted to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to exist in the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiaryoil and gas industry; provided, however, that such deficiencies, individually and in the aggregate outstanding principal amount aggregate, do not materially interfere with the ordinary conduct of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% business of the Borrower’s Net Worth at Borrowers and their Restricted Subsidiaries, taken as a whole, and do not materially detract from the use of the property which they affect and (ii) mortgages, liens, security interests, restrictions, encumbrances or any time other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than an Obligor or any Restricted Subsidiary) on property over which an Obligor or after any Restricted Subsidiary of an Obligor has easement rights or on any leased property with respect to which an Obligor or a Restricted Subsidiary is the date on which such Lien is created, assumed tenant and subordination or incurredsimilar arrangements relating thereto;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h12.1(g); and
(i) Liens securing Debt permitted under Section 10.2.1(c); provided that (i) such Liens do not at any time encumber any property other than the aggregate outstanding principal amount of property financed by such Debt, (ii) the Debt secured by thereby does not exceed the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% purchase price or cost of the Borrower’s Net Worth property being acquired on the date of acquisition and (iii) such Liens do not at any time on or after encumber any assets included in the date on which such Lien is created, assumed or incurredBorrowing Base;
(i) judgment Liens not giving rise arising solely by virtue of any statutory or common law provision relating to an Event banker’s liens, rights of Default;
set-off or similar rights and remedies, or under general depository or brokerage agreements, and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institution or brokerage and (jii) possessory Liens reserved in or exercisable under any lease or sublease to which the Borrower or any favor of its Subsidiaries is a lessee which secure the payment of rent or compliance brokers and dealers arising in connection with the terms acquisition or disposition of Investments owned as of the Closing Date and Investments permitted under this Agreement, provided that such Liens (A) attach only to such Investments and (B) secure only obligations arising in connection with the acquisition or disposition of such lease or sublease; provided, that the rent under such lease or sublease is Investments and not then overdue and the Borrower or its Subsidiary is any obligation in material compliance connection with the terms and conditions thereofmargin financing;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding statements relating to operating leases and other contractual arrangements entered into in the Ordinary Course of Business; andBusiness that describe only the property subject to such operating lease or contractual arrangement;
(l) Liens arising from cash collateralization of Hedging Agreements permitted under Section 10.2.14 in an aggregate amount of up to $5,000,000 at any time outstanding;
(m) Nonconsensual rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process;
(n) rights reserved to or vested by law in any Governmental Authority to in any manner, control or regulate in any manner any of the properties of any Obligor or any of its Restricted Subsidiaries or the use thereof or the rights and interest of any Obligor or any of its Restricted Subsidiaries therein, in any manner under any and all laws;
(o) Liens existing on any Property or asset (other than Accounts or Inventory) of any Person (other than an Unrestricted Subsidiary) prior to the acquisition of such Property or asset by any Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries) or existing on any Property or asset of any Person (other than an Unrestricted Subsidiary) that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Liens are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or an Unrestricted Subsidiary becoming a Restricted Subsidiary), as applicable, (ii) such Liens shall not apply to any other Property or assets of any Borrower or any of its other Subsidiaries (other than Unrestricted Subsidiaries), (iii) such Liens shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as applicable, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof and (iv) the Debt secured by such Lien is Debt permitted under Section 10.2.1(j) hereof;
(p) Liens arising in connection with Permitted Sale/Leaseback Transactions;
(q) Liens securing insurance premium financing under customary terms and conditions in respect of insurance policies, provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto;
(r) Liens in favor of banking institutions customs and revenue authorities arising as a matter of law and encumbering to secure payment of customs duties in connection with the deposits (including the right importation of set-off) held by such banking institutions goods in the Ordinary Course of Business;
(s) Liens consisting of an agreement to transfer any property (other than with respect to a transfers resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding) that is permitted under this Agreement;
(t) leases, subleases, space leases, licenses or sublicenses, in each case, in the Ordinary Course of Business and which do not interfere in any material respect with the business of any Obligor or any Restricted Subsidiary;
(u) [reserved];
(v) Liens solely on Secured Notes Collateral securing Debt permitted by Section 10.2.1(g);
(w) [reserved];
(x) Liens on Excluded Property (except to the extent securing Debt permitted by Section 10.2.1(g));
(y) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(z) Liens solely on any xxxx xxxxxxx money deposits, provided that the aggregate balance of all such deposits not exceeding $5,000,000 when taken together with amounts under clause (aa) below, made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof); and
(naa) Liens existing on cash collateral deposited into any escrow account issued in connection with any Permitted Acquisition pursuant to customary escrow arrangements reasonably satisfactory to Administrative Agent to the Closing Date extent such cash collateral represents the proceeds of financing and set forth additional amounts to pay accrued interest on and/or the redemption price of the financing, provided that the aggregate amount of such Liens shall not exceed $5,000,000 when taken together with amounts under clause (z) above. provided, nothing in Schedule 5.08(b)this Section 10.2.2 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by Administrative Agent or any Lender that any Debt subject to or secured by any Lien, right or other interest ranks senior in priority to any Obligation.
Appears in 2 contracts
Samples: Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP)
Liens. CreateNo Credit Party shall, nor shall they permit any Subsidiary to, at any time, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Credit Document;
(b) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies (including pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business; provided, that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness not otherwise permitted pursuant to Section 7.02), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fe) zoning restrictions, easements, rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions, sets of facts that an accurate and up to date survey would show and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gf) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that ;
(g) leases or subleases (and the aggregate outstanding principal amount rights of the Debt secured by tenants thereunder) granted to others not interfering in any material respect with the business of any Credit Party or any Subsidiary;
(h) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredAgreement;
(i) judgment Liens in existence as of the Closing Date as set forth on Schedule 7.01 and any renewals or extensions thereof; provided, that the property covered thereby is not giving rise to an Event of Defaultmaterially changes;
(j) Liens reserved pursuant to the Bxxxxxxx Indebtedness; and
(k) other Liens incurred in or exercisable under any lease or sublease to which connection with Consolidated Funded Debt as long as, after giving effect thereto, the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or Credit Parties are in compliance with the terms financial covenants in Section 6.12, on a pro forma basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such lease or subleaseLien exists as of the Closing Date, as of September 30, 2012); provided, that the rent under such lease Credit Parties may not grant a mortgage, deed of trust, lien, pledge, encumbrance or sublease is not then overdue and other security interest, in each case, to secure Funded Debt with respect to any Unencumbered Property or the Borrower or its Capital Stock in any Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens except in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)
Liens. Create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including Equity Interests or other securities of its propertyany person, assets or revenues, whether including any Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept:
(a) Liens pursuant on property or assets of Parent and the Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens (i) shall not apply to any Loan Documentother property or asset of Parent or any Subsidiary and (ii) shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) Liens for taxes that are not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03;
(cd) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business which business and securing obligations that are not overdue for a period of more than 30 days due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable PersonSection 5.03;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlaws or regulations;
(ef) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than DebtCapital Lease Obligations), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower Parent or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation not constituting such judgments), provided that no such judgment constitutes an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph clause (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (gi) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredArticle VII;
(i) judgment Liens purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Parent or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not giving rise exceed the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to an Event any other property or assets of DefaultParent or any Subsidiary;
(j) Liens reserved in any Lien existing on any property or exercisable under any lease or sublease asset prior to which the Borrower acquisition thereof by Parent or any Subsidiary or existing on any property or asset of its Subsidiaries any person that becomes a Subsidiary after the date hereof prior to the time such person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such person becoming a lessee Subsidiary, as the case may be, (ii) such Lien does not apply to any other property or asset of Parent or any Subsidiary and (iii) such Lien secures only those obligations which secure it secures on the payment of rent or compliance with the terms date of such lease acquisition or sublease; providedthe date such person becomes a Subsidiary, that as the rent under such lease or sublease is not then overdue case may be, and the Borrower or its Subsidiary is in material compliance with the terms extensions, renewals and conditions thereofreplacements thereof permitted by this Agreement;
(k) licenses, leases or subleases granted to others not interfering in any material respect with the business of Parent or any Subsidiary;
(l) any interest or title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower this Agreement;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or any other depository institutions;
(n) Liens of its Subsidiaries a collection bank arising in the ordinary course of its business and under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the assets so leaseditems being collected upon;
(lo) Liens against equipment of sellers of goods to Parent and any Subsidiary arising from precautionary UCC financing statement filings regarding operating leases entered into under Article 2 of the Uniform Commercial Code in effect in the Ordinary Course relevant jurisdiction or similar provisions of Businessapplicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(p) Liens in the nature of municipal ordinances, zoning, entitlement, land use and environmental regulation;
(q) Liens in connection with the WMG Guarantee Arrangement, provided that such Liens attach only to the property that is subject to the WMG Guarantee Arrangement;
(r) Liens to secure Indebtedness of the type referred to in clause (m) of Section 6.01; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(ns) Liens existing on to secure the Closing Date and set forth in Schedule 5.08(b)Existing Letters of Credit.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Wellcare Health Plans, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to existing on the Closing Date and listed on Schedule 7.01 and any Loan Documentmodifications, replacements, renewals or extensions thereof; provided that the amount of Indebtedness or other obligations secured by such Liens is not increased at the time of such modification, replacement, renewal or extension;
(b) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies (i) that are not yet due overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) statutory and ordinary course contractual Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business; provided that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or, if due and payable, are (i) unfiled and no other action has been taken to enforce the same or which (ii) are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(di) Liens, pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA and pledges and deposits in the ordinary course of business securing liability for reimbursement of indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Borrower and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (i) above;
(ei) pledges or deposits to secure the performance of bids, tenders, trade contracts contracts, government contracts, performance bonds and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (i) above;
(f) easements, rights-of-rights of way, restrictions restrictions, encroachments and other similar encumbrances and minor title deficiencies affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph ;
(h) shall notleases, when combined subleases, licenses or sublicenses granted to others (and pledges or deposits securing such obligations) not interfering in any material respect with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% business of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment (i) any interest of title of a lessor under leases permitted by this Agreement and (ii) purported Liens not giving rise to an Event evidenced by the filing of DefaultUniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement or consignment or bailee arrangements entered into in the ordinary course of business;
(j) Liens reserved normal and customary rights of setoff upon deposits of cash in favor of banks or exercisable under any lease other depository institutions and banker’s liens, rights of setoff upon deposits of cash or sublease to which the Borrower other financial assets or any similar rights and remedies (i) in favor of its Subsidiaries is a lessee which secure the payment of rent banks or compliance other depository institutions not granted in connection with the terms issuance of such lease Indebtedness or sublease; provided, that (ii) in connection with commodity trading or other brokerage accounts incurred in the rent under such lease or sublease is ordinary course of business and not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereoffor speculative purposes;
(k) any interest or title Liens of a lessor collection bank arising under any lease entered into by Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(i) Liens of sellers of goods to the Borrower arising under Article 2 of the Uniform Commercial Code or any similar provisions of its Subsidiaries applicable Law in the ordinary course of its business and business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses and (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets so leasedor property in the ordinary course of business;
(lm) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the Ordinary Course ordinary course of Business; andbusiness of the Borrower;
(mn) Nonconsensual Liens in favor of banking institutions customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(o) Liens with respect to any cash collateral provided by the Borrower pursuant to the Existing Revolving Credit Agreement;
(p) any Lien existing on property (and encumbering the proceeds thereof) existing at the time of its acquisition and any modification, replacement, renewal or extension thereof; provided that such Lien was not created in contemplation of such acquisition;
(q) Liens solely on xxxx xxxxxxx money deposits made by the Borrower in connection with any letter of intent or purchase agreement;
(r) rights of first refusal, put, call and similar rights arising in connection with repurchase agreements;
(s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(t) Liens securing obligations under any Swap Contract not entered into for speculative purposes;
(u) Liens on cash or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;
(v) Liens consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property;
(w) Liens in favor of a Receivables Financier created or deemed to exist in connection with a Permitted Receivables Financing (including any related filings of any financing statements and any Liens on deposit and securities accounts maintained in connection with any Permitted Receivables Financing), but only to the right of set-off) held by extent that any such banking institutions in Lien relates to the Ordinary Course of Business; andapplicable Receivables Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such transaction;
(nx) Liens existing on securing Indebtedness incurred pursuant to Section 7.02(m);
(y) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed at any one time, (i) the Closing Date greater of (x) $300,000,000 and (y) 10% of consolidated total assets of the Borrower and its Subsidiaries, as set forth in Schedule 5.08(bthe most recent financial statements provided pursuant to Section 6.01(a) or (b) minus (ii) the amount of Indebtedness incurred pursuant to Section 7.02(n).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Citrix Systems Inc), Term Loan Credit Agreement (Citrix Systems Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Eighth Amendment Effective Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety (90) days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the Borrower business of any Loan Party or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiaries;
(k) any interest or of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions, including any Lien arising under articles 24 or 25 of the General Terms and Conditions (Algemene Bankvoorwaarden) of any lease entered into member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by a financial institution in the Borrower or Netherlands pursuant to general terms and conditions;
(m) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(n) Liens of sellers of goods to the Company and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of its business and business, covering only the assets so leasedgoods sold and securing only the unpaid purchase price for such goods and related expenses;
(lo) Liens against on assets of Foreign Subsidiaries created or deemed to exist in connection with any Securitization Transaction permitted under Section 8.03(f), but only to the extent that any such Lien relates to the applicable assets of Foreign Subsidiaries actually sold, contributed or otherwise conveyed pursuant to such Securitization Transaction;
(p) Liens securing Indebtedness permitted by Section 8.03(i), so long as such Liens (i) only attach to the insurance policies being financed, including any return premiums, dividend payments and loss payments that reduce unearned premiums and (ii) are expressly subject to the Administrative Agent’s rights as a loss payee and mortgagee in such insurance policies;
(q) Liens solely on equipment arising from precautionary UCC financing statement filings regarding operating leases entered into of the Company and its Subsidiaries (and not, for the avoidance of doubt, extending to any other property or asset of the Company or any Subsidiary) securing Indebtedness permitted under Section 8.03(j); provided, that, (i) such Liens do not at any time encumber any property other than the equipment (and proceeds thereof) financed by such Indebtedness and (ii) such Liens attach to such equipment concurrently with or within ninety (90) days after the acquisition thereof;
(r) Liens, if any, in favor of the Ordinary Course of BusinessAdministrative Agent on Cash Collateral delivered pursuant to Section 2.14(a);
(s) [Reserved]; and
(mt) Nonconsensual other Liens securing Indebtedness or other obligations in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)an aggregate principal amount not to exceed $5,000,000 at any one time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Shiloh Industries Inc), Credit Agreement (Shiloh Industries Inc)
Liens. Create, incurNo Company shall create, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its property, assets property or revenuesassets, whether now owned or hereafter acquired, other than ; provided that this Section 5.9 shall not apply to the following:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes not yet due or which that are being actively contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of the applicable Person shall have been established in accordance with GAAP;
(cb) other statutory Liens, including, without limitation, statutory Liens of landlords, carriers’, warehousemen’swarehousers, utilities, mechanics’, materialmen’s, repairmen’s , workers and materialmen, incidental to the conduct of its business or other like Liens arising in the Ordinary Course ownership of Business which are its property and assets that (i) were not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business incurred in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance incurring of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments Indebtedness or litigation), performance bonds and other obligations the obtaining of a like nature incurred in the Ordinary Course of Business;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amountadvances or credit, and which (ii) do not in any case the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(c) any Lien granted to the Administrative Agent, for the benefit of the Lenders (and affiliates thereof);
(d) the Liens existing on the First Amendment Effective Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property subject to such Liens, shall not be increased;
(e) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired, and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property subject thereto to such Liens, shall not be increased;
(f) easements or materially interfere other minor defects or irregularities in title of real property not interfering in any material respect with the ordinary conduct use of such property in the business of the applicable Personany Company;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property securing Indebtedness of a newly acquired Foreign Subsidiary prior permitted pursuant to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired SubsidiarySection 5.8(e) hereof; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;or
(h) purchase money other Liens, in addition to the Liens upon listed above, not incurred in connection with the incurring of Indebtedness, securing amounts, in the aggregate for all Companies, not to exceed Five Million Dollars ($5,000,000) at any time. No Company shall enter into any contract or agreement (other than (a) a contract or agreement entered into in any Property acquired or held by the Borrower or any of its Subsidiaries to secure connection with the purchase price or lease of fixed assets that prohibits Liens on such Property fixed assets, (b) customary software license agreements that prohibit Liens on such agreement or to secure Debt incurred solely for the purpose of financing the acquisition of such Propertyassets subject thereto or (c) other leases, licenses and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
other agreements (i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only business, (ii) with respect to which (x) the value of the assets so leased;
subject thereto, (ly) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into the consideration payable by the applicable Company thereunder, and/or (z) the value of the benefits to be received by the applicable Company in connection therewith, does not in the Ordinary Course aggregate exceed $5,000,000 and (iii) that contain a customary provision prohibiting Liens on such lease, license or other agreement or the assets subject thereto; provided, that with respect to the foregoing clauses (a)-(c), such prohibition is limited to the relevant lease, license, contract or other agreement and/or the assets subject thereto, as the case may be; provided, further, that with respect to the foregoing clause (c), the applicable Company shall negotiate diligently in good faith prior to entering into any such lease, license or other agreement to remove any prohibition on Liens on such lease, license or other agreement or the assets subject thereto) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of Business; and
(m) Nonconsensual Liens in favor the property or assets of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Company.
Appears in 2 contracts
Samples: Credit and Security Agreement (Sleep Number Corp), Credit and Security Agreement (Sleep Number Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory, common law or contractual Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s repairmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) Liens reserved leases or subleases and licenses and sublicenses granted to others not interfering in or exercisable under any lease or sublease to which material adverse respect with the Borrower business of any Loan Party or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 8.02(a);
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) customary Liens (other than Liens that secure Indebtedness) and rights of setoff in favor of collecting or payor banks and credit card and/or merchant processors;
(p) the licensing of intellectual property on a non-exclusive basis or on an exclusive basis so long as such exclusive licensing is limited to geographic areas, particular fields of use, customized products for customers or limited time periods, and so long as after giving effect to such exclusive license, the Borrower or its Subsidiary, as applicable, retains sufficient rights to use the subject intellectual property as to enable the Borrower or its Subsidiary, as applicable to continue to conduct its business in the ordinary course;
(q) Liens securing Indebtedness permitted by Section 8.03(i) on the Closing Date property of a Person existing at the time such Person becomes a Subsidiary of a Loan Party; provided that, (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) such Liens were not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Loan Party, and set forth (iii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed;
(r) Liens securing Indebtedness permitted by Section 8.03(m); provided that such Liens do not at any time encumber any property other than the property of the Foreign Subsidiary incurring such Indebtedness;
(s) Liens on insurance proceeds securing the payment of financed insurance premiums to the extent permitted by Section 8.03(l); and
(t) other Liens on assets securing Indebtedness or other obligations not prohibited hereunder in Schedule 5.08(ban aggregate amount not to exceed $15,000,000 at any time outstanding; provided, that, no Liens securing Indebtedness for borrowed money under Section 8.01(b), 8.01(i), 8.01(k), 8.01(r) or 8.01(t) shall be permitted on the IP Rights owned by any Loan Party (or in which a Loan Party has joint ownership) or the real property located at 000 Xxxx Xxxxx Xxxxxx, Austin, Texas 78701 or 000 Xxxx Xxxxx Xxxxxx, Austin, TX 78701.
Appears in 2 contracts
Samples: Credit Agreement (Silicon Laboratories Inc), Credit Agreement (Silicon Laboratories Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Parent, the Borrower or any of their respective Advisory Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals, amendments, modifications or extensions thereof;
(c) Liens for taxes not yet due or which are being disputed or contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 thirty (30) days or which are being disputed or contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or which are otherwise subject to a bond or insured against;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, leases, rights-of-way, restrictions and other similar encumbrances affecting real property whichwhich could not, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior reasonably be expected to its acquisition of such Property or existing on Property of have a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredMaterial Adverse Effect;
(h) purchase money Liens upon or in any Property acquired or held by securing the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely Inter-Company Debt;
(i) Liens securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved (i) of a collecting bank arising under Section 4-210 of the UCC on items in or exercisable under any lease or sublease to which the Borrower or any course of its Subsidiaries is collection, and (ii) in favor of a lessee which secure banking institution arising as a matter of law encumbering deposits (including the payment right of rent or compliance with setoff) that are customary in the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofbanking industry;
(k) any interest or title of a lessor lessor, sublessor, licensor or sublicensor under any lease leases or licenses permitted by this Agreement that are entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedbusiness;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into leases, licenses, subleases or sublicenses granted to others in the Ordinary Course ordinary course of Business; andbusiness that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Advisory Subsidiaries, or (ii) secure any Indebtedness;
(m) Nonconsensual Liens solely with respect to assets leased to the counterparty of a Key Money Investment transaction and granted in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Businessconnection therewith; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)granted by an Excluded Subsidiary to secure Indebtedness permitted under Section 7.02(g) below.
Appears in 2 contracts
Samples: Credit Agreement (Ashford Inc.), Credit Agreement (Ashford Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Business;business; 4310184v5
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not giving rise to an Event at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of Default;the property being acquired on the date of acquisition; and
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions customs and revenue authorities arising as a matter of law and encumbering to secure payments of customs duties in connection with the deposits (including the right importation of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)goods.
Appears in 2 contracts
Samples: Credit Agreement (Cross a T Co), Credit Agreement (Cross a T Co)
Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept:
(a) Liens pursuant to any Loan Documentfor taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for taxes sums not yet due overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Businessproceedings;
(f) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person;Company or any Subsidiary; and
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions the Senior Lenders arising as a matter of law and encumbering under the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Credit Documents.
Appears in 2 contracts
Samples: Senior Subordinated Loan Agreement (Synagro Technologies Inc), Senior Subordinated Loan Agreement (Synagro Technologies Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and repairmen or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance (including payment) of bids, trade contracts and contracts, licenses, leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the Borrower business of any Loan Party or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 7.02(a);
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing on an insurance policy of any Loan Party or any Subsidiary and the Closing Date identifiable cash proceeds thereof in favor of the issuer of such policy and set forth securing Indebtedness permitted to finance the premiums of such policies;
(o) Liens for the benefit of a seller deemed to attach solely to xxxx xxxxxxx money deposits in Schedule 5.08(bconnection with a letter of intent or acquisition agreement with respect to a Permitted Acquisition;
(p) Liens constituting the filing of UCC financing statements solely as a precautionary measure in connection with the consignment of goods;
(q) Liens securing Acquired Indebtedness permitted under Section 7.03(m), provided that (i) such Liens do not at any time encumber any property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition;
(r) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(s) Settlement Liens; and
(t) other Liens of a type not otherwise contemplated by this Section 7.01 that secure obligations in an aggregate amount not to exceed $1,000,000.
Appears in 2 contracts
Samples: Credit Agreement (I3 Verticals, Inc.), Credit Agreement (I3 Verticals, Inc.)
Liens. CreateNot, incurand not suffer or permit any Loan Party or any other Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept:
(a) Liens pursuant to any arising under the Loan DocumentDocuments;
(b) Liens for taxes Taxes or other governmental charges not yet due at the time delinquent or which are thereafter payable without penalty, or being diligently contested in good faith and by appropriate proceedings diligently conducted, if and for which it maintains adequate reserves in accordance with respect thereto are maintained on GAAP and the books execution or other enforcement of which is effectively stayed;
(i) Liens of carriers, warehousemen, mechanics, customs brokers, landlords and materialmen and other similar Liens imposed by law and (ii) Liens consisting of pledges or deposits incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the applicable Person deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books existing as of the applicable Person;
Closing Date and described in Section 7.2 of the Disclosure Letter (d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISALiens securing the HealthCor Obligations);
(e) deposits Liens securing Debt permitted by Section 7.1(b); provided, however, that any such Lien (i) attaches only to secure the performance property being leased or financed and any accessions thereto and proceeds thereof and (ii) attaches to such property within 30 days of bids, trade contracts the acquisition thereof and leases (other than Debt), statutory obligations, surety bonds (other than bonds related attaches solely to judgments or litigation), performance bonds the property so acquired and other obligations of a like nature incurred in the Ordinary Course of Businessany accessions thereto and proceeds thereof;
(f) easementsLiens securing the HealthCor Obligations permitted by Section 7.1(f), rights-of-wayprovided that such Liens are subject to the terms of the Intercreditor Agreement, restrictions and Liens securing any Permitted Refinancing of the HealthCor Obligations so long as such Permitted Refinancing is incurred in compliance with Section 7.1(f);
(g) attachments, appeal bonds, judgments and other similar encumbrances affecting real property which, Liens in connection with judgments the aggregate, are not substantial in amount, and existence of which do not constitute an Event of Default;
(h) easements, encroachments, rights of way, leases, subleases, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by Holdings, the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor or sublessor under any lease entered into (other than a Capital Lease) or of a licensor or sublicensor under any license, in each case permitted by the Borrower this Agreement;
(j) leases, licenses, subleases or any of its Subsidiaries sublicenses granted to third parties in the ordinary course of business which do not interfere in any material respect with, or materially detract from the value of, the business of Holdings and its Subsidiaries, taken as a whole, as determined by the Borrower in its good faith business and covering only the assets so leasedjudgment;
(k) Liens arising from precautionary uniform commercial code financing statements filed under any lease (other than a Capital Lease) permitted by this Agreement;
(l) bankers’ liens, rights of setoff and Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in favor of financial institutions incurred in the Ordinary Course ordinary course of Business; andbusiness arising in connection with deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs and expenses;
(m) Nonconsensual Liens in favor consisting of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held pledged cash securing Debt permitted by such banking institutions in the Ordinary Course of BusinessSection 7.1(j); and
(n) Liens existing on the Closing Date and set forth replacement, extension or renewal of any Lien permitted by clause (d) above upon or in Schedule 5.08(b)the same property subject thereto arising out of the Permitted Refinancing of the Debt secured thereby.
Appears in 2 contracts
Samples: Credit Agreement (CareView Communications Inc), Credit Agreement (CareView Communications Inc)
Liens. CreateNeither the Borrower nor any Subsidiary shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon on any of its property, assets or revenues, whether asset now owned or hereafter acquiredacquired by it, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(bother than Liens imposed under ERISA) Liens for taxes taxes, assessments or governmental charges or levies not yet past due for more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cb) Liens of landlords (other than to secure Debt) and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business, provided that such Liens secure only amounts not overdue past due for a period of more than 30 60 days or, if delinquent, are unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(dc) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ed) deposits Liens to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fe) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gf) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that ;
(g) leases or subleases granted to others not interfering in any material respect with the aggregate outstanding principal amount business of the Debt secured by the Borrower or any of its Subsidiaries;
(h) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredAgreement;
(i) judgment Liens not giving rise to an Event normal and customary rights of Defaultsetoff upon deposits of cash in favor of banks or other depository institutions;
(j) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(k) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(l) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a) or securing any of the Obligations;
(m) Liens on Incremental Term Loan Cash Collateral securing only Incremental Term Loans;
(n) Liens created pursuant to construction, operating and maintenance agreements, transportation agreements and other similar agreements and related documents entered into in the ordinary course of business;
(o) rights of first refusal entered into in the ordinary course of business;
(p) Liens consisting of any (i) rights reserved to or vested in any municipality or exercisable under governmental, statutory or public authority to control or regulate any property of the Borrower or any Subsidiary or to use such property, (ii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or sublease permit and the rights reserved or vested in any Governmental Authority or public utility to which terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, or (iii) zoning laws, ordinances or municipal regulations;
(q) Liens on deposits required by any Person with whom the Borrower or any of its Subsidiaries enters into a Swap Contract, to the extent such Swap Contracts are entered into in the ordinary course of business;
(r) any Lien on any asset of any Person existing at the time such Person is a lessee which secure the payment of rent merged or compliance consolidated with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and into the Borrower or its a Subsidiary is and not created in material compliance with the terms and conditions thereofcontemplation of such event;
(ks) any interest Lien existing on any asset prior to the acquisition thereof by the Borrower or title a Subsidiary, and not created in contemplation of such acquisition;
(t) any Lien securing any refinancing, extension, renewal or refunding of any obligation that is secured by any Lien permitted by any of the foregoing clauses (r) and (s), so long as the amount of such obligation is not increased;
(u) any Lien in favor of the Borrower and/or any Subsidiary (other than Liens on assets of the Borrower);
(v) Liens imposed by ERISA which do not constitute an Event of Default and which are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor;
(w) Liens on the membership interests or other equity interests of a lessor under any lease entered into Designated Joint Venture owned by the Borrower or any Subsidiary securing indebtedness of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedsuch Designated Joint Venture;
(lx) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in not otherwise permitted by the Ordinary Course foregoing clauses of Businessthis Section securing Debt or other obligations; provided that the aggregate principal amount of all such Debt and obligations does not exceed an amount equal to 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of such Lien; and
(my) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) on any amounts held by such banking institutions a trustee under any indenture issued in escrow pursuant to customary escrow arrangements pending the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance provisions.
Appears in 2 contracts
Samples: Credit Agreement (EQM Midstream Partners, LP), Credit Agreement (EQT Midstream Partners, LP)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not supplemented, (ii) the amount secured or benefited thereby is not increased, and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits and involuntary Liens that arise by operation of Law to secure the performance of bids, trade contracts and leases (other than Debt), Indebtedness) statutory obligations, surety bonds (other than bonds related to judgments or litigation)bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) judgment Liens which would not constitute an Event of Default;
(i) Liens existing securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on Property acquired by the date of acquisition;
(j) licenses (with respect to intellectual property Collateral and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries prior to its acquisition or resulting in a material diminution in the value of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely Collateral as security for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSecured Obligations;
(k) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;
(l) Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;
(m) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;
(n) Liens arising out of conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasednot prohibited by this Agreement;
(lo) Liens against equipment arising from precautionary UCC financing statement filings regarding operating with respect to vehicle leases of the Borrower and its Subsidiaries entered into in the Ordinary Course ordinary course of Businessbusiness; and
(mp) Nonconsensual Liens in favor with respect to operating leases of banking institutions arising as a matter of law copiers, fax machines and encumbering the deposits (including the right of set-off) held by such banking institutions similar office equipment in the Ordinary Course ordinary course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)business.
Appears in 2 contracts
Samples: Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.)
Liens. CreateNot, and not permit any Subsidiary to, create, incur, assume or suffer to be created, incurred or exist any Lien upon Lien, or enter into or make any commitment to enter into any arrangement for the acquisition of its propertyany property through conditional sale, assets lease-purchase, or revenues, whether other title retention agreements with respect to property now owned or hereafter acquiredacquired by the Company or any Subsidiary, other than the followingexcept:
(a) Liens pursuant existing on the Effective Date (or such other date set forth in such Schedule 5.12(a)) and described in Schedule 5.12(a), and Liens on the same property securing any Indebtedness the proceeds of which are used solely to any Loan Documentrefinance the Indebtedness secured by such existing Liens;
(b) deposits or pledges, or cash collateral given to any financial institution that has issued a letter of credit, in any case to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, incurred in the ordinary course of business of the Company;
(c) Liens for taxes taxes, fees, assessments and governmental charges not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate and for which whatever reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and required by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(d) pledges or deposits in the Ordinary Course Liens consisting of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business;
(f) easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’, materialmen’s or mechanic’s liens and other similar liens and encumbrances affecting real none of which interfere materially with the use of the property which, covered thereby in the aggregate, are not substantial in amount, ordinary course of the business of the Company or such Subsidiary and which do not in any case materially detract from the value of such properties;
(e) Subject to the limitation set forth in Section 5.13(d), Liens created or assumed in connection with the acquisition of real property by the Company or any Subsidiary, provided that such Liens attach only to the property subject thereto acquired and secure only Indebtedness incurred solely to finance the acquisition of such property, and Liens on the same property securing any Indebtedness the proceeds of which are used solely to refinance such Indebtedness;
(f) Subject to the limitation set forth in Section 5.13(d), Liens on inventory of the Company or materially interfere any Subsidiary and proceeds thereof pursuant to agreements with the ordinary conduct suppliers of inventory or inventory lenders to the business Company or such Subsidiary, provided that such Liens attach only to inventory financed pursuant to such agreements and secure only Indebtedness incurred solely to finance the acquisition of such inventory by the applicable PersonCompany or such Subsidiary;
(g) Liens existing on Property acquired by equipment, provided that such Liens secure only Indebtedness incurred solely to finance, or reimburse the Borrower Company for the cost of, capital expenditures for the acquisition or any of its Subsidiaries prior to its acquisition construction of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)equipment.
Appears in 2 contracts
Samples: 5 Year Revolving Credit Agreement, 5 Year Revolving Credit Agreement (Best Buy Co Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not materially increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by Law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business, provided that such Liens secure only amounts not overdue for a period yet due and payable or, if due and payable, no action (other than the filing of more than 30 days such Lien) has been taken to enforce the same or which the same are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(i); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to an Event of Defaultsuch Property concurrently with or within ninety (90) days after the acquisition thereof;
(j) Liens reserved licenses, leases or subleases granted to others either in or exercisable under the ordinary course of business not interfering in any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance material respect with the terms business of such lease the Loan Parties and their Subsidiaries or sublease; provided, that the rent under such lease or sublease is otherwise not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofprohibited hereunder;
(k) any interest or of title of a lessor or a licensor (including any direct or indirect lessor or licensor of Property to a Loan Party or a Subsidiary (as lessee or licensee)) (or any secured creditor of any such lessor or licensor) under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases and/or licenses permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens of sellers of goods to a Loan Party and any of its Subsidiaries arising under Article II of the Uniform Commercial Code or similar provisions of applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(p) Liens consisting of or incurred pursuant to an agreement to sell, transfer, lease entered into or dispose of any Property in a sale, lease, transfer or other disposition, solely to the extent such sale, lease, transfer or other disposition would have been permitted on the date of the creation of such Lien;
(q) with respect to any Property that is the subject of or used, developed or created by or for the Borrower benefit of a Loan Party or any of its Subsidiaries in connection with the ordinary course of its business and covering only Entocort® EC Distribution Agreement, the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases Proleukin® Distribution Agreement, the Rosetta License Agreement, the Colal-Pred License Agreement, the 1996 License Agreement, the Proleukin® Supply Agreement, the Lotronex® Supply Agreement or any other similar intellectual property or product license agreement or supply or distribution agreement entered into by a Loan Party or any Subsidiary in connection with a transaction otherwise permitted hereunder, respectively, Liens on such Property arising under or granted pursuant to the Ordinary Course of Businessapplicable foregoing agreement, respectively; and
(mr) Nonconsensual Liens, if any, in favor of the Administrative Agent, for the benefit of the L/C Issuer, the Swing Line Lender and/or the Lenders arising under agreements or arrangements to cash collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder;
(s) Liens securing Indebtedness permitted under Section 8.03(h), so long as such Liens attach only to the insurance policies with respect to which such Indebtedness is incurred, the proceeds thereof, or deposits made as security for the obligations thereunder; and
(t) additional Liens not otherwise permitted by this Section 8.01 and not securing Indebtedness; provided that neither (i) the aggregate outstanding amount of the applicable obligations secured thereby nor (ii) the aggregate book value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds $1,000,000. Notwithstanding anything to the contrary in this Agreement, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (other than Liens described in clauses (c), (h), (j), (k) and (q) above) upon the Proleukin® Distribution Agreement, the Entocort® EC Distribution Agreement and/or any rights of the Borrower under either such document other than Liens in favor of banking institutions arising as a matter the Administrative Agent (for the benefit of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(bSecured Parties).
Appears in 2 contracts
Samples: Credit Agreement (Prometheus Laboratories Inc), Credit Agreement (Prometheus Laboratories Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document[reserved];
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds bonds, obligations to utility companies and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions restrictions, landlord’s liens for rent not yet due and payable, and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens on property acquired or Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary of the Borrower and the replacement, extension or renewal of such Liens (or the Indebtedness secured thereby); provided that (i) such Liens were not giving rise created in contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower; or such Subsidiary and (ii) no such replacement, extension or renewal of such Lien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien or (B) increase the amount of Indebtedness secured by such Lien (other than by an Event amount equal to the reasonable fees and expenses of Defaultsuch refinancing or replacement) thereof;
(j) Liens reserved constituting an encumbrance on property described in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSection 7.05(f);
(k) any interest or title Liens securing Indebtedness permitted under Section 7.03(f); and Liens securing Indebtedness of a lessor under any lease entered into by the Borrower in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed capital assets; provided that (i) such Liens do not at any time encumber any property other that the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or any fair market value, whichever is lower, of its Subsidiaries in the ordinary course property being acquired on the date of its business and covering only the assets so leased;such acquisition; and
(l) other Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into securing Indebtedness in an aggregate principal amount not to exceed ten percent (10%) of Consolidated Tangible Net Worth at the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by time such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Indebtedness is incurred.
Appears in 2 contracts
Samples: Term Loan Agreement (Panera Bread Co), Term Loan Agreement (Panera Bread Co)
Liens. CreateNot, incurand not permit any other Loan Party to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept:
(a) Liens pursuant to any Loan Documentfor taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for taxes sums not yet due overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed;
(c) Liens described on Schedule 7.2 as of the Closing Date;
(d) subject to the limitation set forth in Section 7.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by Borrower or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $750,000 arising in connection with court proceedings; provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if and such Person has established adequate reserves with respect thereto are maintained on the books of the applicable Person therefor in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business;
(f) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable PersonBorrower or any Subsidiary;
(g) Liens existing on Property acquired arising under the Loan Documents; and
(h) the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in the Borrower same property subject thereto arising out of the extension, renewal or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount replacement of the Debt secured by the Liens permitted by this paragraph thereby (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries without increase in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(bamount thereof).
Appears in 2 contracts
Samples: Credit Agreement (Atlas Industries Holdings LLC), Credit Agreement (Atlas Industries Holdings LLC)
Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets revenues or revenuesassets, whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (d) of Section 7.2.2 (and securing only those assets that are the subject of such Capitalized Lease Liabilities);
(c) Liens for taxes taxes, assessments or other governmental charges or levies not yet due at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(d) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue for a period of not more than 60 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens incurred in the ordinary course of business in connection with workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(f) Liens in existence on the date hereof listed on Item 7.2.4(f) (Existing Liens) of the Disclosure Schedule, and replacement Liens securing any Refinanced Indebtedness permitted by clause (g) of Section 7.2.2 or any Refinanced Guarantee Obligation permitted by clause (a) of Section 7.2.3, provided that no such Lien (or replacement Lien) is spread to cover any additional property or assets after the Closing Date and that the amount of Indebtedness or Guarantee Obligations (or Refinanced Indebtedness or Refinanced Guarantee Obligations) secured thereby is not increased;
(g) Liens securing Indebtedness of Subsidiaries of the Borrower permitted by clause (d) of Section 7.2.2 incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens 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 purchase price of such property at the time it was acquired;
(h) Liens on the property or assets of a Person which becomes or is merged with or into a Subsidiary of the Borrower after the date hereof securing Indebtedness permitted by clause (h) of Section 7.2.2, provided that (A) such Liens existed at the time such Person became or was merged with or into a Subsidiary and were not created in anticipation thereof, (B) any such Lien is not spread to cover any property or assets of such Person after the time such Person becomes or is merged with or into a Subsidiary, and (C) the amount of Indebtedness secured thereby is not increased;
(i) Liens (not otherwise permitted hereunder) on assets of the Subsidiary Guarantors which secure obligations not exceeding $5,000,000 in aggregate amount at any time outstanding and Liens (not otherwise permitted hereunder) on assets of the Foreign Subsidiaries and Xxxxxxx securing Indebtedness permitted by clause (f)(ii) of Section 7.2.2;
(j) Liens on Sold Receivables created pursuant to the Receivables Purchase Documents;
(k) easements, rights of way, restrictions and other similar charges or encumbrances which do not secure any obligations or interfere in any material respect with the ordinary conduct of business of the Borrower and its Subsidiaries or the Revolving Credit Borrowers and their respective Subsidiaries, in each case taken as a whole;
(l) any Lien arising pursuant to any order of attachment, distraint or other legal process arising in connection with court or arbitration proceedings so long as the execution or other enforcement thereof is effectively stayed, the claims secured thereby are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves have been established with respect thereto are maintained on the books of the applicable Person to such claims in accordance with GAAP;GAAP and no Default would occur as a result thereof; and
(cm) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens arising under licensing agreements entered into by any Subsidiary of the Borrower in the ordinary course of business for the use of Intellectual Property or other like Liens arising in the Ordinary Course intangible assets of Business which are not overdue for a period of more than 30 days or which are being contested in good faith such Subsidiary, and by appropriate proceedings diligently conductedsettlements, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensationpermissions, unemployment insurance and other social security legislationconsents to use, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such agreements concerning Intellectual Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiaryjudgements adjudicating rights in Intellectual Property; provided, however, that the aggregate outstanding principal amount none of the Debt secured by the Liens permitted by this paragraph clauses (gi) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph or (hj) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at 7.2.4 shall encumber any time on Collateral or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in subject any Property acquired or held by the Borrower or any of its Subsidiaries Collateral to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b).
Appears in 2 contracts
Samples: Term Loan Agreement (Specialty Foods Corp), Term Loan Agreement (Specialty Foods Acquisition Corp)
Liens. CreateThe Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant existing on the Closing Date and listed on Schedule 7.01, and any modifications, replacements, renewals or extensions thereof; provided, that, the amount of Indebtedness or other obligations secured by such Liens is not increased at the time of such modification, replacement, renewal or extension, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such modification, replacement, renewal or extension of the underlying Indebtedness or by an amount equal to any Loan Documentexisting commitments unutilized under the underlying Indebtedness;
(b) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies (i) that are not yet due overdue for a period of more than thirty (30) days, or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) statutory and ordinary course contractual Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business; provided, that, such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or, if due and payable, are (i) unfiled and no other action has been taken to enforce the same, or which (ii) are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(di) pledges or deposits Liens incurred in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than (A) any Lien imposed by ERISA, and (B) Liens in the ordinary course of business securing liability for reimbursement of indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Company, and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (d)(i) above;
(e) (i) pledges or deposits to secure the performance of bids, trade contracts contracts, government contracts, performance bonds and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness, and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (e)(i) above;
(f) easements, rights-of-rights of way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances affecting affecting, and minor title deficiencies on or with respect to, real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonCompany and its Subsidiaries;
(g) Liens existing on Property acquired by the Borrower securing judgments (or any of its Subsidiaries prior to its acquisition of such Property appeal or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph ;
(h) shall notleases, when combined subleases, licenses or sublicenses granted to others (and pledges or deposits securing such obligations) not interfering in any material respect with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% business of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredCompany and its Subsidiaries;
(i) judgment (i) any interest of title of a lessor under operating leases permitted by this Agreement, and (ii) purported Liens not giving rise evidenced by the filing of Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to an Event operating leases permitted by this Agreement or consignment or bailee arrangements entered into in the ordinary course of Defaultbusiness;
(j) Liens reserved normal and customary rights of setoff upon deposits of cash in favor of banks or exercisable under any lease other depository institutions and banker’s liens, rights of setoff upon deposits of cash or sublease to which the Borrower other financial assets or any similar rights and remedies (i) in favor of its Subsidiaries is a lessee which secure the payment of rent banks or compliance other depository institutions not granted in connection with the terms issuance of such lease Indebtedness, or sublease; provided, that (ii) in connection with commodity trading or other brokerage accounts incurred in the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofordinary course of business;
(k) any interest or title Liens of a lessor collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(l) (i) Liens of sellers of goods to the Company and its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses, and (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business;
(m) 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 Company and its Subsidiaries;
(n) 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;
(o) Liens with respect to any Cash Collateral provided by any Borrower pursuant to any Loan Document;
(p) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition; provided, that, such Lien was not created in contemplation of such acquisition;
(q) Liens solely on xxxx xxxxxxx money deposits made by any Borrower in connection with any letter of intent or purchase agreement;
(r) rights of first refusal, put, call and similar rights arising in connection with repurchase agreements;
(s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(t) Liens securing obligations under any lease Swap Contract not entered into by for speculative purposes;
(u) Liens on cash or other property arising in connection with the Borrower defeasance, discharge or redemption of Indebtedness;
(v) Liens consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property;
(w) Liens on cash collateral to secure obligations of the Borrowers, so long as the aggregate amount of such cash collateral does not exceed $50,000,000 at any time;
(x) Liens on cash and securities (and deposit and securities accounts) securing reimbursement obligations in respect of letters of credit and banker’s acceptances issued for the account of the Company or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedbusiness;
(ly) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases on assets to be sold by the Company or any Subsidiary pursuant to an agreement entered into for the disposition of such assets, pending the closing of such disposition; provided, that, in no case shall any such Liens secure (either directly or indirectly) the Ordinary Course repayment of Businessany Indebtedness;
(z) Liens securing Indebtedness permitted by Section 7.02(k); provided, that, (i) such Liens do not at any time encumber any property other than property financed by such Indebtedness (together with any accessions thereto and proceeds thereof), and (ii) such Liens attach to such property concurrently with or within one hundred eighty (180) days after the acquisition thereof; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(naa) Liens existing on the Closing Date and set forth in Schedule 5.08(bsecuring Priority Indebtedness permitted by Section 7.02(m).
Appears in 2 contracts
Samples: Credit Agreement (Workday, Inc.), Credit Agreement (Workday, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h9.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;
(k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(m) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(n) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(o) other Liens which secure Indebtedness of the Borrower and its Subsidiaries; provided that the aggregate outstanding principal amount of the Debt Indebtedness secured by the Liens permitted by this paragraph (h) thereby shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth not at any time on or after the date on which such Lien is created, assumed or incurredexceed $10,000,000;
(i) judgment Liens not giving rise to an Event of Default;
(jp) Liens reserved granted in favor of any Governmental Authority created pursuant to cost-type contracts, progress-billing contracts or exercisable under any lease or sublease advance-pay contracts with such Governmental Authority to which the Borrower or any of its Subsidiaries is a lessee which secure party in the payment materials and products of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or and its Subsidiary is Subsidiaries subject to such contracts or, in material compliance with the terms case of advance-pay contracts only, any advance payments made thereunder to the Borrower and conditions thereof;its Subsidiaries by such Governmental Authority; and
(kq) Liens on any interest or title Property of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on acquired after the Closing Date pursuant to a Permitted Acquisition or any Liens on any Property of any Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition provided that, in each case (i) such Liens secure only Acquired Purchase Money Indebtedness permitted under Section 8.03(g), (ii) such Liens were not created in contemplation of or in connection with any such Permitted Acquisition and set forth in Schedule 5.08(b)(iii) such Liens do not at any time encumber any Property other than the Property financed by such Acquired Purchase Money Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesrevenues (other than Equity Interests of the Borrower to the extent constituting margin stock), whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Effective Date and listed on Schedule 8.01 to the Disclosure Letter (Effective Date) and any renewals or extensions thereof so long as the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or materialmen and repairmen and other like Liens arising in the Ordinary Course ordinary course of Business which are business; provided, that, such Liens secure only amounts not overdue for a period of more than 30 thirty days or which or, if overdue for more than thirty days, are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and public liability laws, other than any Lien imposed by ERISA;
(ef) pledges or deposits to secure the performance of bids, tenders, trade contracts and leases (other than DebtIndebtedness), public or statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions zoning and other restrictions, irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money attachment Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely and Liens securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph 9.01(g) or (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred);
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided, that, (i) such Liens do not giving rise at any time encumber any property other than the property (or proceeds thereof) financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition or completion or construction thereof;
(j) Liens reserved licenses, leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the business of the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 8.02;
(m) Nonconsensual normal and customary rights of setoff or banker’s Liens in favor of banking banks or other depository or financial institutions arising as a matter of law or under customary agreements for the provision of banking and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andsecurities intermediary services and Liens securing payment obligations thereunder;
(n) Liens arising under Sections 4-208 and 4-210 of the Uniform Commercial Code (or, if applicable, the corresponding section of the Uniform Commercial Code in effect in the relevant jurisdiction) on items in the course of payment or collection;
(o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;
(p) Liens on property of a Person acquired in connection with a Permitted Acquisition existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary or existing on any property or asset prior to the Closing Date acquisition thereof by the Borrower or any Subsidiary; provided, that, (i) such Liens were not created in contemplation of such merger, consolidation, Investment or acquisition, (ii) such Liens do not encumber any property other than the property encumbered at the time of such merger, consolidation, Investment or acquisition, and set forth the proceeds and products thereof, (iii) such Liens do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or the assets so acquired, and (iv) any Indebtedness secured by such Lien is permitted under Section 8.03 (it being understood that such Indebtedness shall reduce availability under the applicable basket in Schedule 5.08(bSection 8.03 except in the case of Indebtedness of the type described in Section 8.03(e));
(q) 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 and deposits as security for contested custom or import duties;
(r) Liens on any xxxx xxxxxxx money deposit made by the Borrower or any Subsidiary in connection with any letter of intent or acquisition agreement relating to a Permitted Acquisition, Disposition or other transaction that is not prohibited by this Agreement;
(s) rights of first refusal, voting, redemption, transfer or other restrictions with respect to the Equity Interests in any joint venture entities or other Persons that are not Subsidiaries acquired in connection with Investments permitted under Section 8.02;
(t) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge, redemption or termination (including by way of cash collateralization) of Indebtedness to the extent such defeasance, discharge, redemption or termination is not prohibited by this Agreement;
(u) Liens on Securitization Related Property created or deemed to exist in connection with any Permitted Securitization Transaction;
(v) preferential arrangements in the form of subordination and intercreditor agreements in favor of creditors of the customers of the Borrower and its Subsidiaries;
(w) Liens securing Indebtedness permitted under Section 8.03(h); provided, that, (i) at the time of creation, assumption or incurrence of the Indebtedness secured by any such Lien and after giving effect thereto and the application of the proceeds thereof, no Default or Event of Default would exist and (ii) to the extent such Liens encumber the Collateral, such Liens shall be subject to an Intercreditor Agreement;
(x) Liens in favor of Governmental Authorities securing the obligations of Foreign Subsidiaries in jurisdictions outside of the United States; provided, that, (i) such Liens are required by such Governmental Authorities in order for such Foreign Subsidiaries to conduct business in such jurisdictions and (ii) such Liens do not extend to any assets other than those of such Foreign Subsidiaries;
(y) Liens on inventory (and the proceeds thereof) in favor of financiers of inventory (including vendor financiers) to secure trade payables incurred in the ordinary course of business in connection with the acquisition of inventory;
(z) Liens on Investments maintained pursuant to Section 8.02(c) in favor of the beneficiary of any such unqualified deferred compensation arrangement;
(aa) Liens securing Indebtedness under Section 8.03(m);
(bb) Liens created or deemed to exist on any Receivables or Related Assets in connection with any Permitted Supplier Finance Program;
(cc) other Liens securing obligations not constituting Indebtedness for borrowed money in an aggregate principal amount outstanding not to exceed $50,000,000; and
(dd) Liens securing Indebtedness under Section 8.03(n); provided, that, such Liens do not extend to any assets other than the Equity Interests of such Foreign Subsidiary and the assets of such Foreign Subsidiary and its Subsidiaries. Notwithstanding anything to the contrary in this Section 8.01 or otherwise, no Special Purpose Subsidiary shall create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Liens (i) existing under the Permitted Securitization Transaction to which such Special Purpose Subsidiary is a party and (ii) permitted under the applicable Securitization Documents to which such Special Purpose Subsidiary is a party.
Appears in 2 contracts
Samples: Credit Agreement (Concentrix Corp), Credit Agreement (Synnex Corp)
Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Documentin favor of the Administrative Agent on behalf of the Lenders and other Guaranteed Parties;
(b) Liens for taxes with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on to the books of the applicable Person in accordance with extent required by GAAP;
(c) carriers’, warehousemen’sLiens of landlords arising by statute and Liens of suppliers, mechanics’, carriers, materialmen’s, repairmen’s warehousemen or workmen and other like Liens similar Liens, in each case (i) imposed by Law or arising in the such Person’s Ordinary Course of Business which are Business, (ii) for amounts not overdue for a period of more than 30 days yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if and (iii) with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on to the books of the applicable Personextent required by GAAP;
(d) pledges or deposits made in the such Person’s Ordinary Course of Business in connection with workers’ compensationcompensation or unemployment insurance, unemployment insurance and or other types of social security legislation, other than any Lien imposed by ERISA;
(e) deposits benefits or to secure the performance of bids, trade tenders, sales, contracts and leases (other than Debt)for the repayment of borrowed money) and surety, statutory obligationsappeal, surety bonds (other than bonds related to judgments customs or litigation), performance bonds and other obligations of a like nature incurred bonds-entered into in the such Person’s Ordinary Course of Business;
(fe) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances affecting on the use of real property whichnot materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property;
(f) encumbrances arising under leases or subleases of real property that do not, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the such real property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personconducted and proposed to be conducted at such real property;
(g) Liens existing on Property acquired by the Borrower or any financing statements with respect to a lessor’s rights in and to personal property leased to such Person in such Person’s Ordinary Course of its Subsidiaries prior to its acquisition of such Property or existing on Property of Business other than through a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredCapitalized Lease;
(h) purchase money judgment Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely existence for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or less than 45 days after the date on entry thereof or with respect to which such Lien execution has been stayed or the payment of which is created, assumed or incurredcovered in full (subject to a customary deductible) by insurance maintained with nationally recognized insurance companies and which do not otherwise result in a Default;
(i) judgment Liens consisting of rights of set-off of a customary nature or bankers’ liens on an amount of deposit, whether arising by contract or operation of law, incurred in such Person’s Ordinary Course of Business so long as such deposits are not giving rise to an Event of Default;intended as collateral for any obligation that constitutes Indebtedness; and
(j) other Liens reserved in or exercisable the result of which, after taking such Liens into account, would not trigger a Default under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is financial covenant contained in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Section 6.12 hereof.
Appears in 2 contracts
Samples: Credit Agreement (National Health Investors Inc), Credit Agreement (National Health Investors Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and repairmen or other like Liens arising in the Ordinary Course ordinary course of Business which business securing amounts that are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, zoning restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the Borrower business of the Parent or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases or short term rentals permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 8.02(a);
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the Closing Date and set forth in Schedule 5.08(bcourse of collection; and
(o) so long as no Foreign Borrower has been designated by the Parent pursuant to Section 2.17, Liens on property of Foreign Subsidiaries securing Indebtedness permitted under Section 8.03(g).
Appears in 2 contracts
Samples: Credit Agreement (Balchem Corp), Credit Agreement (Balchem Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by leases, subleases, licenses and sublicenses granted to third Parties in the Borrower or any ordinary course of its Subsidiaries prior to its acquisition business, in each case, not interfering with the operations of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount business of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on Company or after the date on which such Lien is created, assumed or incurredits Subsidiaries;
(hi) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided and
(j) Liens securing Indebtedness permitted under Section 7.03(f) or (g); provided, that the aggregate outstanding principal amount of the Debt such Indebtedness secured by the such Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, not exceed 10% of the Borrower’s Net Worth $50,000,000 at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)time.
Appears in 2 contracts
Samples: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)
Liens. CreateNo Company will, directly or indirectly, (a) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any Company from creating or incurring any Lien on any of its assets, other than the Loan Papers, or (b) create, incur, assume or suffer or permit to be created or incurred or to exist any Lien upon any of its propertyassets, assets or revenues, whether now owned or hereafter acquired, other than the followingEXCEPT:
(ai) Liens pursuant to any Loan Documentsecuring the Obligations;
(bii) Pledges or deposits made to secure payment of worker's compensation, or to participate in any fund in connection with worker's compensation, unemployment insurance, pensions, or other social security programs;
(iii) Good-faith pledges or deposits made to secure performance of bids, tenders, insurance or other contracts (OTHER THAN for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise in the ordinary course of business of the Companies;
(iv) Encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land use;
(v) Liens for taxes not yet due of landlords or which are of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business;
(vi) The following, SO LONG AS the validity or amount thereof is being contested in good faith and by appropriate and lawful proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s reserve or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith appropriate provisions (if any) required by GAAP shall have been made, levy and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance execution thereon have been stayed and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits continue to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amountbe stayed, and which they do not in any case the aggregate materially detract from the value of the property subject thereto of the Person in question, or materially interfere with impair the ordinary conduct of use thereof in the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any operation of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
business: (i) judgment claims and Liens not giving rise for Taxes (other than Liens relating to an Event Environmental Laws or ERISA); (ii) claims and Liens upon, and defects of Default;
(j) Liens reserved in title to, real or exercisable under personal property, including any lease attachment of personal or sublease real property or other legal process prior to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title adjudication of a lessor under any lease entered into by dispute of the Borrower merits; and (iii) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Businessother like Liens; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nvii) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Pledged Government Securities, securing the first six interest payments on the Senior Reserve Notes.
Appears in 2 contracts
Samples: Credit Agreement (Dobson Communications Corp), Credit Agreement (Dobson Sygnet Communications Co)
Liens. CreateBorrower shall not create, incur, assume or suffer permit to exist any Lien upon lien on any property or assets (including stock or other securities of Borrower or any of its property, assets or revenues, whether Subsidiaries) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept:
(a) Liens pursuant to any Loan Documentliens on property or assets of Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 3.14 attached hereto, provided that such liens shall secure only those obligations which they secure on the date hereof;
(b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on any lien created under the books of the applicable Person in accordance with GAAPLoan Documents;
(c) any lien existing on any property or asset prior to the acquisition thereof by Borrower or any of its Subsidiaries, provided that
1. such lien is not created in contemplation of or in connection with such acquisition and
2. such lien does not apply to any other property or assets of Borrower or any of its Subsidiaries;
(d) liens for taxes, assessments and governmental charges;
(e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens liens arising in the Ordinary Course ordinary course of Business which business and securing obligations that are not overdue for a period of more than 30 days or which are being contested in good faith due and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personpayable;
(df) pledges or and deposits made in the Ordinary Course ordinary course of Business business in connection compliance with workers’ workmen’s compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlaws or regulations;
(eg) deposits to secure the performance of bids, trade contracts and leases (other than Debtfor indebtedness), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fh) zoning restrictions, easements, licenses, covenants, conditions, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property whichincurred in the ordinary course of business and minor irregularities of title that, in the aggregate, are not substantial in amount, amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredSubsidiaries;
(hi) purchase money Liens upon security interests in real property, improvements thereto or equipment hereafter acquired (or, in any Property acquired or held the case of improvements, constructed) by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Propertysubsidiaries, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens 1. such security interests secure indebtedness permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b).Agreement,
Appears in 2 contracts
Samples: Bridge Loan Agreement (Cahaba Pharmaceuticals, Inc.), Bridge Loan Agreement (Federal Sports & Entertainment, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing purchase money Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness, (ii) if such Liens existed on assets of a Person existing at the time such Person becomes a Subsidiary of the Company in connection with a Permitted Acquisition, such Liens were not created in contemplation of such Permitted Acquisition and (iii) if such Liens are created or granted by the Company or a Subsidiary, such Liens attach to an Event of Defaultsuch property concurrently or within ninety days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the Borrower business of the Company or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiaries;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 8.02;
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the Closing Date course of collection; and
(o) Liens on shares of the Company’s common capital stock that have been repurchased by the Company and set forth held in Schedule 5.08(b).treasury, to the extent such common capital stock constitutes “margin stock” within the meaning of Regulation U.
Appears in 2 contracts
Samples: Credit Agreement (Navigant Consulting Inc), Credit Agreement (Navigant Consulting Inc)
Liens. Create, incur, assume or suffer to exist any Lien Lien, upon or with, respect to any of its propertyreal or personal properties, assets or revenues, whether now owned or hereafter acquired, other than the following:
except: (a) Liens pursuant to any Loan Document;
for taxes or assessments or other government charges or levies if not yet due and payable or if due and payable, if they are being contested in good faith by appropriate proceedings and for which appropriate reserves are maintained; (b) Liens imposed by law, such as mechanic’s materialmen’s, landlord’s, warehousemen’s and carrier’s Liens, and other similar Liens, securing obligations incurred in the ordinary course of business that are not past due for taxes not yet due more than forty-five (45) days, or which that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (c) Liens under workers’ compensation, unemployment insurance, social security or similar legislation (other than ERISA); (d) judgments and other similar Liens arising in connection with court proceedings; provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
proceedings; (e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired occupation, use and enjoyment by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by property or assets encumbered thereby in the Liens permitted by this paragraph (g) shall not, when combined with normal course of its business or materially impair the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% value of the Borrower’s Net Worth at any time on property subject thereto; (f) Liens consisting of pledges or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any deposits of its Subsidiaries property to secure performance in connection with operating leases made in the purchase price ordinary course of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease business to which the Borrower or any of its Subsidiaries Subsidiary is a lessee which secure party as lessee, provided the payment aggregate value of rent or compliance all such pledges and deposits in connection with the terms of any such lease or sublease; provided, that does not at any time exceed fifteen percent (15%) of the rent annual fixed rentals payable under such lease or sublease is not then overdue lease, and (g) deposits the Borrower or its Subsidiary is in material compliance Insurance Subsidiaries are required to maintain with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries state insurance departments in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into states in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)which they do business.
Appears in 2 contracts
Samples: Credit Agreement (Donegal Group Inc), Credit Agreement (Donegal Group Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes taxes, assessments and other governmental charges not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Holdings, the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP;
(cb) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings;
(dc) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ed) deposits made to secure the performance of bids, tenders, trade contracts and leases (other than Debt)contracts, leases, statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness, in each case excluding obligations for borrowed money;
(fe) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the applicable PersonBorrower or any of its Subsidiaries;
(gf) Liens existing on Property acquired by securing (i) Indebtedness of the Borrower or any of its Subsidiaries prior incurred pursuant to its Section 7.2(d) to finance the acquisition of fixed or capital assets, provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such Property fixed or existing on Property of a newly acquired Subsidiary prior to capital assets, (B) such Liens do not at any time encumber any property other than the Borrower’s or any other Subsidiary’s acquisition of stock of property financed by such newly acquired Subsidiary; provided, however, that Indebtedness and (C) the aggregate outstanding principal amount of Indebtedness secured thereby is not increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the Debt secured by the Liens permitted by this paragraph property of Excluded Acquired Subsidiaries;
(g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred[Reserved];
(h) purchase money Liens upon or in created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Property acquired or held by the Borrower Lender or any Affiliate of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredLender;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in any landlord’s Lien or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any other interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits;
(k) Liens of or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with franchise agreements or Pole Agreements;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course judgments or decrees not constituting an Event of Business; andDefault under Section 8.1(i);
(m) Nonconsensual Liens arising under or in favor of banking institutions arising as a matter of law connection with any sale and encumbering the deposits (including the right of set-off) held leaseback transaction permitted by such banking institutions in the Ordinary Course of Business; andSection 7.10;
(n) Liens existing on cash collateral securing obligations of the Closing Date Borrower and set forth its Subsidiaries in Schedule 5.08(brespect of Hedge Agreements that are not entered into for speculative purposes and letters of credit issued pursuant to Section7.2(h);
(o) junior Liens on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be subordinated to the Liens securing the Obligations pursuant to a Junior Lien Intercreditor Agreement;
(p) [reserved];
(q) Liens on Securitization Assets securing or transferred pursuant to any Permitted Securitization Financing;
(r) Liens not otherwise permitted by this Section (which Liens may, at the option of the Borrower, rank pari passu to the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement) so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed the greater of (x) $1,500,000,000 and (y) 5.00% of Consolidated Net Tangible Assets (measured at the time any such obligations are secured pursuant to this clause (r)) at any one time outstanding; and
(s) Liens on assets of Holdings, the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and Collateral Agreement that are subject to the terms of a First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.2(n).
Appears in 2 contracts
Samples: Credit Agreement (Cco Holdings Capital Corp), Restatement Agreement (Charter Communications, Inc. /Mo/)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 to the Disclosure Letter;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business, provided, that, such Liens secure only amounts (i) not yet due and payable, (ii) if due, not overdue for a period of by more than 30 days or which thirty (30) days, (iii) that if overdue by more than thirty (30) days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with GAAP have been established or (iv) with respect thereto are maintained on to which the books of failure to make payment could not, individually or in the applicable Personaggregate, reasonably be expected to have a Material Adverse Effect;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, indemnity and performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) (i) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
Person and (gii) Liens existing disclosed on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior Mortgage that are reasonably acceptable to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredAdministrative Agent;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment (i) Liens securing Indebtedness permitted under Section 8.03(e)(i), provided, that: (x) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness, (y) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s-length basis) of the property being acquired on the date of acquisition and (z) such Liens attach to an Event such property concurrently with or within 180 days after the acquisition thereof and (ii) Liens securing Indebtedness permitted under Section 8.03(e)(ii) on any assets or property prior to the acquisition thereof and not created in contemplation of Defaultor in connection with such acquisition or Investment; provided, that, such Liens do not at any time encumber any assets or property other than the assets or property financed by such Indebtedness and, for the avoidance of doubt, such Liens do not apply to any other assets or property of the Borrower or any Subsidiary;
(j) Liens reserved licenses, sublicenses, leases or subleases (other than relating to intellectual property) granted to others in or exercisable under the ordinary course of business not interfering in any lease or sublease to which material respect with the Borrower business of any Loan Party or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiaries;
(k) (i) any interest or of title of a lessor under, and Liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement and (ii) the filing of UCC financing statements solely as a precautionary measure with respect to operating leases in the ordinary course of business;
(l) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, in each case incurred in the ordinary course of business;
(m) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(n) Liens of sellers of goods to the Borrower and any lease entered into of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(o) Permitted Licenses;
(p) Liens on cash collateral pledged to secure Indebtedness in respect of corporate credit cards permitted pursuant to Section 8.03(f);
(q) Liens in favor of customs and revenue authorities arising as a matter of law, in the ordinary course of business, to secure payment of customs duties in connection with the importation of goods;
(r) pledges and deposits in the ordinary course of business securing liability to insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary (including obligations in respect of letters of credit or bank guarantees for the benefit of such insurance carriers);
(s) customary rights of first refusal, voting, redemption, transfer or other restrictions (including call provisions and buy-sell provisions), in each case, with respect to the Equity Interests of any joint venture or other Person that is not a Subsidiary;
(t) Liens arising under conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; provided, that, such Lien attaches only to the goods subject to such sale, title retention, consignment or similar arrangement;
(u) to the extent constituting a Lien, escrow arrangements securing indemnification obligations associated with a Permitted Acquisition or any other Investment permitted under Section 8.02 (other than by reference to this Section 8.01 (or any sub-clause hereof));
(v) Liens solely on xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in the ordinary course connection with any letter of its business and covering only the assets so leasedintent or purchase agreement for a Permitted Acquisition or any other Investment permitted under Section 8.02 (other than by reference to this Section 8.01 (or any sub-clause hereof));
(lw) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into solely on cash and Cash Equivalents securing Indebtedness permitted under Section 8.03(m), in the Ordinary Course of Businessan aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and
(mx) Nonconsensual other Liens securing Indebtedness or other obligations, in favor of banking institutions arising as a matter of law an aggregate amount not to exceed $250,000 at any one time outstanding; provided, that, no such Lien shall secure any Indebtedness for borrowed money. Notwithstanding anything in the foregoing to the contrary, neither the Borrower nor any Subsidiary will create, incur, assume or permit to exist any Lien upon any property or assets constituting Meloxicam IV/IM Assets and encumbering Liabilities (other than (i) the deposits (including the reversion right of setAPIL pursuant to the Meloxicam Acquisition Agreement to the Assigned Reversion IP Assets (as defined in Exhibit E to the Meloxicam Acquisition Agreement), (ii) any Lien created pursuant to any Loan Document and (iii) non-off) held by such banking institutions in the Ordinary Course of Business; and
(n) consensual Liens existing on the Closing Date and set forth in Schedule 5.08(bpermitted under Section 8.01).
Appears in 2 contracts
Samples: Credit Agreement (Recro Pharma, Inc.), Credit Agreement (Recro Pharma, Inc.)
Liens. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist any Lien upon on the Property of any of its property, assets Credit Party or revenuesany Subsidiary, whether now owned or hereafter acquired, or assign any right to receive any income, other than the following:following (collectively, the “Permitted Liens”):
(a) Liens pursuant to any Loan Documentsecuring the Secured Obligations;
(b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on securing obligations under the books of the applicable Person in accordance with GAAPDIP Term Loan Facility;
(c) carriers’Liens imposed by law, warehousemensuch as landlord’s, materialmen’s, mechanics’, materialmen’scarriers’, workmen’s and repairmen’s or liens, and other like Liens similar liens arising in the Ordinary Course ordinary course of Business business securing obligations which are not if overdue for a period of more than 30 days or which are being contested in good faith and by appropriate procedures or proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of the applicable Personhave been established;
(d) Liens arising in the ordinary course of business out of pledges or deposits in the Ordinary Course of Business in connection with workers’ compensationunder workers compensation laws, unemployment insurance and insurance, old age pensions, or other social security legislationor retirement benefits, other than any Lien imposed by ERISAor similar legislation to secure public or statutory obligations;
(e) deposits Liens for Taxes, assessment, or other governmental charges which are not yet delinquent and payable or, if overdue, which are being actively contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP;
(f) Liens securing purchase money debt or Capital Lease obligations permitted under Section 6.1(d); provided that each such Lien encumbers only the Property purchased in connection with the creation of any such purchase money debt or the subject of any such Capital Lease, and all proceeds and products thereof (including insurance proceeds) and accessions thereto, and the amount secured thereby is not increased;
(g) encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of any Credit Party to use such assets in its business, and none of which is violated in any material aspect by existing or proposed structures or land use;
(h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a depository institution;
(i) Liens on cash, deposit accounts or securities pledged or encumbered to secure the performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts and leases (other than Debt)contracts, leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds regulatory obligations and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(ij) judgment and attachment Liens not giving rise to an Event of Default;
(jk) Liens reserved in or exercisable under any lease or sublease to favor a banking institution arising by operation of law encumbering deposits in accounts held by such banking institution incurred in the ordinary course of business and which are within the Borrower or any of its Subsidiaries is a lessee which secure general parameters customary in the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofbanking industry;
(kl) any Any interest or title of a lessor lessor, sublessor, licensor or sublicensor under any lease or license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets asset so leasedleased or licensed;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens Defects and irregularities in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions title to any Property which in the Ordinary Course aggregate do not materially impair the fair market value or use of Business; andthe Property for the purposes for which it is or may reasonably be expected to be held;
(n) Liens on advance of cash or xxxxxxx money deposits in favor of the seller of any property to be acquired in connection with Capital Expenditures permitted hereunder, which advances shall be applied against the purchase price for such permitted Capital Expenditures; and
(o) Liens on Property of the Borrower or its Subsidiaries existing on the Closing Petition Date and set forth in Schedule 5.08(b)6.2 and refinancing, extensions renewals and replacements thereof permitted hereunder; provided that such Liens shall secure only those obligations which they secure on the date hereof and such Liens shall not be extended to cover any additional Property not subject thereto on the Petition Date.
Appears in 2 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Hi-Crush Inc.), Restructuring Support Agreement (Hi-Crush Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes taxes, assessments and other governmental charges not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Holdings, the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP;
(cb) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings;
(dc) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ed) deposits made to secure the performance of bids, tenders, trade contracts and leases (other than Debt)contracts, leases, statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness, in each case excluding obligations for borrowed money;
(fe) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the applicable PersonBorrower or any of its Subsidiaries;
(gf) Liens existing on Property acquired by securing (i) Indebtedness of the Borrower or any of its Subsidiaries prior incurred pursuant to its Section 7.2(d) to finance the acquisition of fixed or capital assets, provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such Property fixed or existing on Property of a newly acquired Subsidiary prior to capital assets, (B) such Liens do not at any time encumber any property other than the Borrower’s or any other Subsidiary’s acquisition of stock of property financed by such newly acquired Subsidiary; provided, however, that Indebtedness and (C) the aggregate outstanding principal amount of Indebtedness secured thereby is not increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the Debt secured by the Liens permitted by this paragraph property of Excluded Acquired Subsidiaries;
(g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% on assets of the Borrower’s Net Worth at Borrower and any time on Guarantor, in each case constituting Collateral under the Guarantee and Collateral Agreement, securing Indebtedness of the Borrower or after such Guarantor, as the date on which such Lien is createdcase may be, assumed incurred pursuant to Section 7.2(k) or incurred(m), subject to the Senior Note Intercreditor Agreement;
(h) purchase money Liens upon or in created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Property acquired or held by the Borrower Lender or any Affiliate of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredLender;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in any landlord’s Lien or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any other interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits;
(k) Liens of or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with franchise agreements or Pole Agreements;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course judgments or decrees not constituting an Event of Business; andDefault under Section 8.1(i);
(m) Nonconsensual Liens arising under or in favor of banking institutions arising as a matter of law connection with any sale and encumbering the deposits (including the right of set-off) held leaseback transaction permitted by such banking institutions in the Ordinary Course of Business; andSection 7.10;
(n) Liens existing consisting of cash collateral in an aggregate amount not exceeding $100,000,000 at any time, securing Specified Hedge Agreements or letters of credit issued pursuant to Section 7.2(h);
(o) junior Liens on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Senior Note Intercreditor Agreement as in effect on the Closing Restatement Effective Date;
(p) Liens in favor of the Borrower created pursuant to the Silo Guarantee and Collateral Agreements as in effect on the Restatement Effective Date;
(q) junior Liens on Equity Interests of the Borrower securing Indebtedness of Holdings incurred pursuant to Section 7.2(e) or (m), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Holdings Credit Agreement as in effect on the Restatement Effective Date, and in any event subject to an intercreditor agreement on terms and conditions satisfactory to the Administrative Agent (it being agreed that the Holdings Intercreditor Agreement as in effect on the Restatement Effective Date is satisfactory);
(r) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $50,000,000 at any one time outstanding; and
(s) Liens on assets of Holdings, the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and set forth in Schedule 5.08(bCollateral Agreement that are subject to the terms of the First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.2(n).
Appears in 2 contracts
Samples: Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
Liens. Create, incur, assume or suffer to exist any Lien upon on any of its property, assets or revenues, whether property now owned or hereafter acquiredacquired to secure any Indebtedness other than:
(i) Liens existing on the initial Closing Date and disclosed on Schedule 5.2(b);
(ii) any Lien on any property and proceeds thereof securing Indebtedness incurred or assumed for the purpose of financing all or any part of the acquisition cost of such property and any refinancing thereof, provided that such Lien does not extend to any other property (other than the following:
(a) Liens proceeds of such property), including any Lien arising pursuant to any Loan Documentthe Operative Documents;
(biii) Liens for taxes not yet due, and Liens for taxes or Liens imposed by ERISA which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;
(iv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law and created in the ordinary course of business for amounts not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if and with respect to which adequate reserves with respect thereto are being maintained on the books of the applicable Person in accordance with GAAP;
(cv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens incurred or other like Liens arising deposits made in the Ordinary Course ordinary course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business business in connection with workers’ ' compensation, unemployment insurance and other types of social security legislationsecurity, other than any Lien imposed by ERISA;
(e) deposits or to secure the performance of bids, trade contracts and leases (other than Debt)tenders, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, bids, leases, government contracts, performance and return- of-money bonds and other similar obligations (exclusive of a like nature incurred in obligations for the Ordinary Course payment of Businessborrowed money);
(fvi) easementszoning, rights-of-way, easements and restrictions and other similar encumbrances affecting on the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from impair the value use of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personsuch property;
(gvii) Liens rights in property reserved or vested in any Governmental Authority which do not materially impair the use of such property; and
(viii) any Lien existing on Property acquired by the Borrower or any property of its Subsidiaries a Person immediately prior to its being consolidated with or merged into the Lessee or into any Consolidated Company, or any Lien existing on any property acquired by any Consolidated Company at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (x) no such Lien shall have been created or assumed in contemplation of consolidation or merger or such Person's becoming a Consolidated Company or such acquisition of property and (y) each such Property or existing on Property of a newly acquired Subsidiary prior Lien shall at all times be confined solely to the Borrower’s item or any items of property so acquired and, if required by the terms of the instruments originally creating such Lien, other Subsidiary’s acquisition of stock of property which is an improvement to or is acquired for specific use in connection with such newly acquired Subsidiaryproperty; providedprovided that, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt Indebtedness secured by Liens permitted by paragraph (h) of pursuant to this Section 7.015.2(b), excluding Indebtedness, if any, arising pursuant to the Operative Documents, shall at no time exceed 1015% of the Borrower’s Consolidated Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% Lessee calculated as of the Borrower’s Net Worth at any time on or after last day of the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event most recently ended fiscal quarter of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Lessee.
Appears in 2 contracts
Samples: Master Agreement (Ruby Tuesday Inc), Master Agreement (Ruby Tuesday Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its propertyCollateral other than, assets or revenueswith respect to the Borrowing Base Properties, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01;
(c) Liens for taxes not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property property, including easements to a governmental authority or utility company which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;and
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b9.01(h).
Appears in 2 contracts
Samples: Credit Agreement (Sun Communities Inc), Credit Agreement (Sun Communities Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(d) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph ;
(h) shall notleases, when combined subleases, licenses or sublicenses granted to others not interfering in any material respect with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% business of the Borrower’s Net Worth at Company or any time on or after the date on which such Lien is created, assumed or incurredof its Subsidiaries;
(i) judgment any interest of title of a lessor under, and Liens not giving rise to an Event of Defaultarising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(j) Liens reserved normal and customary rights of setoff upon deposits of cash in favor of banks or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofother depository institutions;
(k) any interest or title Liens of a lessor collection bank arising under Section 4‑210 of the Uniform Commercial Code on items in the course of collection;
(l) Liens on property of any lease entered into Person securing purchase money Indebtedness, Capital Leases and Synthetic Leases of such Person, provided that (a) any such Lien attaches to such property (and only such property) concurrently with or within 90 days after the incurrence of the Indebtedness secured thereby and (b) the Indebtedness secured thereby shall not exceed the purchase price of the asset(s) financed;
(m) Liens arising under repurchase agreements and reverse repurchase agreements held by the Borrower Company or any of its Subsidiaries in the ordinary course of business as part of its business and covering only the assets so leasedcash management policies;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens on specific assets existing at the time of acquisition of such assets (or of the Person holding title to such assets, as applicable) by the Company or any Subsidiary, provided that in the case of any such Lien (i) such Lien was not created in contemplation of such acquisition, (ii) such Lien shall not apply to any other assets of the Company or its Subsidiaries and (iii) such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time of such acquisition and not incurred in contemplation of such acquisition (and any refinancings, renewals or extensions thereof, so long as the principal amount is not increased); and
(o) other Liens not otherwise prohibited under the terms of this Agreement; provided that (i) the aggregate principal amount of all Indebtedness secured by such Liens does not exceed an amount equal to 10% of the consolidated total assets of the Company and its Subsidiaries, as determined in accordance with GAAP, at any time outstanding and (ii) no such Liens shall be granted on the Closing Date and set forth in Schedule 5.08(b)accounts receivable or inventory of a Loan Party to secure Indebtedness of the Company or any of its Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Flir Systems Inc), Credit Agreement (Flir Systems Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes taxes, assessments and other governmental charges not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Holdings, the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP;
(cb) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings;
(dc) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ed) deposits made to secure the performance of bids, tenders, trade contracts and leases (other than Debt)contracts, leases, statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness, in each case excluding obligations for borrowed money;
(fe) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the applicable PersonBorrower or any of its Subsidiaries;
(gf) Liens existing on Property acquired by securing (i) Indebtedness of the Borrower or any of its Subsidiaries prior incurred pursuant to its Section 7.2(d) to finance the acquisition of fixed or capital assets, provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such Property fixed or existing on Property of a newly acquired Subsidiary prior to capital assets, (B) such Liens do not at any time encumber any property other than the Borrower’s or any other Subsidiary’s acquisition of stock of property financed by such newly acquired Subsidiary; provided, however, that Indebtedness and (C) the aggregate outstanding principal amount of Indebtedness secured thereby is not increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the Debt secured by the Liens permitted by this paragraph property of Excluded Acquired Subsidiaries;
(g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred[Reserved];
(h) purchase money Liens upon or in created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Property acquired or held by the Borrower Lender or any Affiliate of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredLender;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in any landlord’s Lien or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any other interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits;
(k) Liens of or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with franchise agreements or Pole Agreements;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course judgments or decrees not constituting an Event of Business; andDefault under Section 8.1(i);
(m) Nonconsensual Liens arising under or in favor of banking institutions arising as a matter of law connection with any sale and encumbering the deposits (including the right of set-off) held leaseback transaction permitted by such banking institutions in the Ordinary Course of Business; andSection 7.10;
(n) Liens existing on cash collateral securing obligations of the Closing Date Borrower and set forth its Subsidiaries in Schedule 5.08(brespect of Hedge Agreements that are not entered into for speculative purposes and letters of credit issued pursuant to Section 7.2(h);
(o) junior Liens on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Senior Note Intercreditor Agreement;
(p) [Reserved]
(q) [Reserved]
(r) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $250,000,000 at any one time outstanding; and
(s) Liens on assets of Holdings, the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and Collateral Agreement that are subject to the terms of the First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.2(n).
Appears in 2 contracts
Samples: Credit Agreement (Cco Holdings LLC), Credit Agreement (Cco Holdings LLC)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its propertyproperty (other than any Lien on Margin Stock created, assets incurred or revenuesassumed at a time when such Margin Stock constitutes Unrestricted Margin Stock), whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP;
(cb) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings;
(dc) pledges or deposits in the Ordinary Course of Business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ed) deposits to secure the performance of bids, trade contracts and leases (other than Debtfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fe) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries;
(f) Liens in existence on the date hereof (or, in the case of Liens securing Indebtedness in respect of the securities lending arrangements with JPMorgan Chase Bank and ABN AMRO Inc. described on Schedule 6.4(f), Liens created with respect thereto) and described on Schedule 6.4(f) securing Indebtedness described on such Schedule, or Liens on the assets that are subject to such existing Liens securing any replacement or refinancing of such Indebtedness; provided that Indebtedness in respect of the securities lending arrangements with JPMorgan Chase Bank and ABN AMRO Inc. described on Schedule 6.4(f) may not be replaced or refinanced beyond December 31, 2003; and provided, further that (i) no Lien permitted by this Section 6.4(f) is spread to cover any additional property after the Closing Date and (ii) the amount of Indebtedness secured thereby is not increased beyond the commitments or limits described on Schedule 6.4(f);
(g) Liens existing securing Indebtedness incurred (in the case of any Subsidiary, pursuant to Section 6.3(c) or (d)) to finance the acquisition of fixed or capital assets or Liens on Property acquired by such fixed or capital assets securing any refinancing of such Indebtedness, provided that (i) such Liens (other than those securing any such refinancing Indebtedness) shall be created substantially simultaneously with the Borrower or any of its Subsidiaries prior to its acquisition of such Property fixed or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of capital assets, (ii) such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth do not at any time on or after encumber any property other than the date on which property financed by such Lien Indebtedness and (iii) (in the case of any Subsidiary) the amount of Indebtedness secured thereby is created, assumed or incurrednot increased;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(li) other incidental Liens that (i) are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole, (ii) do not secure Indebtedness and (iii) do not cover at any time assets having an aggregate fair market value in excess of $10,000,000;
(j) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into incurred pursuant to a Permitted Receivables Securitization on the Receivables that are subject thereto;
(k) Liens on assets of a Subsidiary securing Acquired Indebtedness permitted by Section 6.3(d) in an aggregate principal amount for all such Subsidiaries not to exceed $75,000,000 at any one time outstanding; provided that such Liens are not spread to other assets of such Subsidiary following the Ordinary Course consummation of Businessthe applicable acquisition; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nl) Liens existing on the Closing Date and set forth securing Indebtedness in Schedule 5.08(b)an aggregate principal amount not to exceed $25,000,000 at any one time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Thermo Electron Corp), 364 Day Credit Agreement (Thermo Electron Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and, if the Indebtedness secured by such Lien is modified, refinanced, refunded, renewed or extended with any Permitted Refinancing Indebtedness, any Lien on the same collateral securing such Permitted Refinancing Indebtedness;
(c) Liens for taxes taxes, assessments or governmental charges or levies not yet due or overdue by more than 30 days or, in the case of real property taxes, not yet delinquent, or, in any case, which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization);
(cd) statutory and common law rights of set-off and other similar rights and remedies as to deposits of cash, securities, commodities and other funds in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages;
(e) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction and covering only the items being collected upon;
(f) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, workmen’s, suppliers’, processors’, storage or other like Liens arising in the Ordinary Course ordinary course of Business business which are securing amounts not overdue for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(dg) pledges or deposits made in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislationor similar laws or regulations, other than any Lien imposed by ERISA;
(eh) pledges or deposits made pursuant to regulatory requirements or to secure the performance of (i) tenders, bids, trade contracts, government contracts and leases (other than Debt), leases constituting Indebtedness) and statutory obligations, surety bonds (other than bonds related to judgments or litigation)ii) surety, customs, bid, performance and appeal bonds and (iii) other obligations of a like nature nature, in each case incurred in the Ordinary Course ordinary course of Businessbusiness;
(fi) Liens that are contractual rights of setoff relating to purchase orders and other agreements entered into with customers of such Person in the ordinary course of its business;
(j) easements, rights-of-way, restrictions restrictions, and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, amount and which do not interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person;
(gk) Liens existing on Property acquired any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by the Borrower any Loan Party or any of its Subsidiaries prior to its acquisition in the ordinary course of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s business, or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; providedlease, however, that the aggregate outstanding principal amount of the Debt secured license or sublease granted by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower Loan Party or any of its Subsidiaries to secure another Person that (x) does not interfere in any material respect with the purchase price business of such Property Loan Party or to Subsidiary and (y) does not secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to any Indebtedness;
(l) Liens securing judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(jm) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into securing Indebtedness represented by the Borrower or any of its Subsidiaries financed insurance premiums in the ordinary course of its business and covering only consistent with past practice, provided that such Liens do not extend to any property or assets other than the assets so leasedcorresponding insurance policies being financed;
(ln) [Reserved];
(o) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered securing Indebtedness permitted under Section 7.02(o); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(p) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; 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 Ordinary Course Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(p);
(q) Liens on Margin Stock owned by the Loan Parties and their Subsidiaries, if and to the extent the value of Businessall such Margin Stock exceeds 25% of the value of the total assets subject to the restrictions on Liens set forth in this Section 7.01;
(r) Liens on assets of (i) any Subsidiary in favor of any Loan Party and (ii) any Subsidiary that is not a Loan Party in favor of any other Subsidiary that is not a Loan Party;
(s) Liens consisting of an agreement to sell, transfer or dispose of any asset to the extent such sale, transfer or disposition is not prohibited by the Loan Documents; provided that such Liens encumber only the applicable assets pending the completion of the applicable sale, transfer or disposition;
(t) Liens on the assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted under Section 7.02(q); and
(mu) Nonconsensual other Liens in favor so long as the aggregate principal amount of banking institutions arising as a matter of law the Indebtedness and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)other obligations secured thereby does not exceed $25,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Kinetic Concepts Inc /Tx/), Credit Agreement (Kinetic Concepts Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens leases or subleases granted to others not giving rise to an Event interfering in any material respect with the business of Defaulta Loan Party or any of their Subsidiaries;
(j) any interest of title of a lessor under, and Liens reserved arising from UCC financing statements (or equivalent filings, registrations or agreements in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; providedforeign jurisdictions) relating to, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofleases permitted by this Agreement;
(k) any interest Liens deemed to exist in connection with Investments in permitted repurchase agreements;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or title other depository institutions;
(m) Liens of a lessor collection bank arising under any lease entered into by Section 4-210 of the Borrower or Uniform Commercial Code on items in the course of collection;
(n) Liens of sellers of goods to a Loan Party and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of its business and business, covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in goods sold and securing only the Ordinary Course of Businessunpaid purchase price for such goods and related expenses; and
(mo) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held connection with Indebtedness permitted by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(bSection 8.03(j).
Appears in 2 contracts
Samples: Credit Agreement (Fortress Investment Group LLC), Credit Agreement (Fortress Investment Group LLC)
Liens. CreateThe Company will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise) any Lien upon on or with respect to any property or asset (including, without limitation, any document or instrument in respect of its property, assets goods or revenuesaccounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, other than the followingor any income or profits therefrom or assign or otherwise convey any right to receive income or profits, except:
(a) Liens pursuant to existing on the date hereof and listed on Schedule 10.5 and any Loan Documentrenewals or extensions thereof, provided that the property covered thereby is not changed;
(b) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet delinquent or, if delinquent, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(d) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, including, without limitation, easements or reservations in any property of the Company or any of its Subsidiaries for the purpose of roads, rights-of-way, railroads, railroad side tracks, electric lines, pipe lines, sewers, water and gas transmission and distribution mains, conduits, water rights of states, any subdivision thereof or others, building and use restrictions and defects of title to, or leases of, any parts of the property of the Company or any of its Subsidiaries;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h11(i);
(h) Liens securing purchase money Indebtedness, including, without limitation, any Indebtedness incurred to finance the acquisition, construction or improvement of any real estate acquired by the Company or a Subsidiary; provided that (i) such Liens do not at any time encumber any property other than the property and improvements thereto financed by such Indebtedness, (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition, construction or improvement thereof and (iii) such Liens do not secure obligations that exceed, in the aggregate outstanding principal at any one time outstanding, an amount equal to 15% of Total Assets (as determined as of the end of the most recent fiscal year) minus the sum of, without duplication, (x) the amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt obligations secured by Liens permitted by paragraph incurred pursuant to Sections 10.5(r) and 10.5(w) and (gy) the amount of Indebtedness outstanding pursuant to Section 10.8; provided that in no event shall the Company or any Subsidiary create, permit or suffer to exist any Lien securing any Indebtedness or other obligations under the Principal Credit Facility pursuant to this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredclause (h);
(i) judgment Liens leases or subleases granted to others not giving rise to an Event interfering in any material respect with the business of Defaultthe Company or any Subsidiary;
(j) any interest of title of a lessor under, and Liens reserved arising from UCC financing statements (or equivalent filings, registrations or agreements in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; providedforeign jurisdictions) relating to, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofleases permitted by this Agreement;
(k) any interest Liens deemed to exist in connection with Investments in repurchase agreements entered into in connection with Investments in Cash Equivalents;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or title other depository institutions;
(m) Liens of a lessor collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(n) pledges by the Company or a Subsidiary of assets as security to be deposited with any Governmental Authority at any time required by law as a condition to the transaction of any business or the exercise of any privilege, license or right;
(o) good faith deposits provided in connection with tenders and deposits for the purpose of terminating obligations under an indenture;
(p) the right reserved to or vested in any Governmental Authority by the terms of any lease, license, grant or permit or by any statutory or regulatory provision to terminate any such lease, license, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;
(q) Liens granted to indenture trustees to secure the payment of fees and expenses of such trustees under any lease entered into indenture for debt securities of the Company or a Subsidiary;
(r) Liens securing Indebtedness existing in or relating to real estate acquired by the Borrower Company or a Subsidiary for transmission, distribution or right-of-way purposes or in connection with its usual operations; provided that such Liens do not secure obligations that exceed, in the aggregate at any one time outstanding, an amount equal to 15% of Total Assets (as determined as of the end of the most recent fiscal year) minus the sum of, without duplication, (x) the amount of obligations secured by Liens incurred pursuant to Sections 10.5(h) and 10.5(w) and (y) the amount of Indebtedness outstanding pursuant to Section 10.8; provided that in no event shall the Company or any Subsidiary create, permit or suffer to exist any Lien securing any Indebtedness or other obligations under the Principal Credit Facility pursuant to this clause (r);
(s) any obligations or duties affecting the property of the Company or its Subsidiaries to any municipality or public authority with respect to any franchise, grant, license, permit or certificate;
(t) any irregularities or deficiencies of title to any rights-of-way for mains or pipes and/or appurtenances thereto or other improvements thereon and to any real estate used or to be used primarily for right-of-way purposes;
(u) leases made, or existing on property acquired, in the ordinary course of its business and covering only the assets so leasedbusiness;
(lv) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into any extension, renewal or replacement (or successive extension, renewal or replacement) in whole or in part of any Lien referred to in the Ordinary Course foregoing clauses, provided, however, that the principal amount of BusinessIndebtedness secured thereby is not increased and the extension, renewal or replacement shall be limited to all or part of the property which secured the Indebtedness so extended, renewed or replaced (plus improvements and construction on such property); and
(mw) Nonconsensual other Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by not described above; provided that such banking institutions Liens do not secure obligations that exceed, in the Ordinary Course aggregate at any one time outstanding, an amount equal to 15% of BusinessTotal Assets (as determined as of the end of the most recent fiscal year) minus the sum of, without duplication, (x) the amount of obligations secured by Liens incurred pursuant to Sections 10.5(h) and 10.5(r) and (y) the amount of Indebtedness outstanding pursuant to Section 10.8; and
provided that in no event shall the Company or any Subsidiary create, permit or suffer to exist any Lien securing any Indebtedness or other obligations under the Principal Credit Facility pursuant to this clause (n) Liens existing on the Closing Date and set forth in Schedule 5.08(bw).
Appears in 2 contracts
Samples: Note Purchase Agreement (Alabama Gas Corp), Note Purchase Agreement (Alabama Gas Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and any refinancing, renewals or extensions thereof, provided that the property covered thereby is not increased and that the amount of the Indebtedness secured thereby is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and provided further that any such Liens securing Indebtedness with a principal or face amount exceeding U.S.$1,000,000 shall be listed on Schedule 7.01;
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or any Foreign Plan;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which securing appeal or other surety bonds related to such Lien is created, assumed or incurredjudgments;
(i) judgment Liens securing Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, including real estate; provided that (i) such Liens do not giving rise to an Event at any time encumber any property other than the property financed by such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of Defaultthe property being acquired on the date of acquisition;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower interest of a purchaser of Permitted Receivables acquired pursuant to, or any Lien on the assets of its Subsidiaries is a lessee which secure Securitization Subsidiary granted pursuant to, one or more Permitted Securitizations, provided that at any time the payment aggregate amount of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is Indebtedness incurred pursuant to Permitted Securitizations shall not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofexceed U.S.$100,000,000;
(k) Liens on specific tangible assets (including real estate, but not including inventory and other current assets) acquired in any interest or title Acquisitions permitted hereunder after the date of a lessor under this Agreement; provided, however, that (A) such Liens existed at the time of such Acquisition and were not created in anticipation thereof, (B) any lease entered into such Lien does not by its terms cover any assets after the Borrower or time of such Acquisition which were not covered immediately prior thereto, and (C) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedsuch Acquisition;
(l) Liens arising by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into access by the Company or the relevant Subsidiary in excess of those set forth by the Ordinary Course regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any of Business; andits Subsidiaries to provide collateral to the depository institution with respect to otherwise unrelated obligations of the Company or any such Subsidiary to such depository institution;
(m) Nonconsensual Liens consisting of precautionary financing statements filed in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Businessconnection with operating leases; and
(n) other Liens existing on the Closing Date and set forth securing Indebtedness in Schedule 5.08(b)aggregate principal amount not to exceed U.S.$35,000,000 at any time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Jacobs Engineering Group Inc /De/), Credit Agreement (Jacobs Engineering Group Inc /De/)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes taxes, assessments, charges or other governmental levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Mentor or its Subsidiaries, as the applicable Person case may be, in accordance conformity with GAAP;
(cb) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business which business that are not overdue for a period of more than 30 60 days or which that are bonded off and being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings;
(dc) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlegislation and deposits securing liability insurance carriers under insurance or self insurance arrangements;
(ed) deposits to secure the performance of bids, trade contracts and leases (other than Debtfor borrowed money), leases, statutory obligations, contractual or warranty obligation, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fe) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Mentor or any of its Subsidiaries;
(f) Liens in existence on the applicable Persondate hereof listed on Schedule 7.03(f), securing Indebtedness permitted by Section 7.02(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;
(g) Liens existing on Property acquired by the Borrower securing Indebtedness of Mentor or any of its Subsidiaries prior incurred pursuant to its Section 7.02(e) solely to finance the acquisition or construction of new equipment, fixed assets or real property or the refinancing of real property, provided that, (i) such Liens shall be created (other than in connection with real property refinancings) within 90 days after the acquisition of such Property new equipment, fixed assets or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of real property and (ii) such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth do not at any time on encumber any property other than the equipment, fixed assets or after the date on which real property financed by such Lien is created, assumed or incurredIndebtedness;
(h) Liens created pursuant to the Mortgages;
(i) contractual or statutory Liens of landlords and Liens of suppliers (including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business;
(j) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions whether arising by contract or operation of law, incurred in the ordinary course of business so long as such deposits are not intended to be collateral for any obligations;
(k) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase money agreement in connection with a Permitted Acquisition;
(l) Liens upon arising from precautionary UCC financing statements regarding operating leases not constituting Indebtedness or consignments;
(m) Liens securing Indebtedness permitted hereunder on property or assets acquired pursuant to a Permitted Acquisition or permitted Investment, or on property or assets of a Subsidiary of Mentor in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition or permitted Investment, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or permitted Investment and do not attach to any Property acquired or held by the Borrower other asset of Mentor or any of its Subsidiaries Subsidiaries;
(n) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(o) Liens encumbering customary initial deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to secure commodity trading accounts or other brokerage accounts incurred in the ordinary course of business;
(p) Liens incurred in connection with the purchase price or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such Property goods or to assets;
(q) Liens in favor of customs and revenues authorities which secure Debt incurred solely for payment of customs duties in connection with the purpose importation of financing the acquisition goods;
(r) Liens arising out of such Property, and deposits to secure surety bonds related to judgments and litigation or awards not constituting an Event of Default under Section 8.01(h); provided that ;
(s) any interest or title of a licensor, sublicensor, lessor or sublessor under any license or lease agreement in the ordinary course of business not interfering with the business of Mentor or any of its Subsidiaries;
(t) licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of Mentor or any of its Subsidiaries;
(u) Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto;
(v) Liens incurred in the ordinary course of business of Mentor or any Subsidiary not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the Debt obligations secured by the Liens permitted by this paragraph thereby nor (hii) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph fair market value (g) of this Section 7.01, exceed 10% determined as of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred) of the assets subject thereto exceeds (as to Mentor and all Subsidiaries) $5,000,000 at any one time;
(iw) judgment Liens any escrow arrangement in respect of the obligations of Holdings and its Subsidiaries under the Magellan Note Documents, so long as the funds funded into escrow do not giving rise exceed the amount outstanding under the Magellan Seller Notes plus interest expected to an Event of Default;accrue thereon during a period not to exceed two years; and
(jx) Liens reserved in or exercisable securing the obligations under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or subleaseSyndicated Credit Agreement; provided, that the rent under such lease or sublease is Liens shall not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or encumber any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Mortgaged Properties.
Appears in 2 contracts
Samples: Term Loan Agreement (Rem Consulting of Ohio, Inc.), Term Loan Agreement (Rem Arrowhead, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names any Loan Party or any of its Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens securing Indebtedness existing on the date hereof and listed on Schedule 7.02 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(e), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP or Liens for taxes that are not either individually or in aggregate material;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson or which are bonded;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions restrictions, servitudes, covenants, licenses, encroachments, minor defects or other irregularities in title, liens securing obligations under reciprocal easements or similar agreements and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gi) any interest or title of a lessor or sublessor under any lease not prohibited by this Agreement (ii) any Lien or restriction to which the interest or title of such lessor or sublessor may be subject, or (iii) any subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;
(i) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering in any material respect with the ordinary conduct of the business of the Loan Parties or any of their Subsidiaries;
(j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;
(i) Liens existing on Property acquired by the property or assets of any Subsidiary in favor of the Borrower or any Wholly-Owned Subsidiary Guarantor, and (ii) Liens on the property or assets of its Subsidiaries prior to its acquisition any MLP Subsidiary in favor of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Wholly-Owned MLP Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(hl) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor securing Indebtedness permitted under Section 7.02(j); provided (i) any such Lien shall be confined solely to the item or items of banking institutions arising as a matter such property (or improvement therein) so acquired or constructed and, if required by the terms of law the instrument creating such Lien, other property (or improvements thereon) which is an improvement to such acquired or constructed property, (ii) any such Lien shall be created contemporaneously with, or within sixty (60) Business Days after, the acquisition or construction of such property, and encumbering the deposits (including the right of set-offiii) held by such banking institutions Lien does not exceed an amount equal to 85% (100% in the Ordinary Course case of Business; andCapitalized Leases) of the fair market value of such assets (as determined in good faith by the Board of Supervisors of the Borrower) at the time of acquisition thereof;
(n) Liens existing granted to a utility provider by an ESCO on accounts receivable sold to such utility provider in connection with a Consolidated Billing Program; and
(o) precautionary UCC-1 financing statement filings by lessors in respect of operating leases, provided that the Closing Date obligations under such leases do not constitute Indebtedness. Notwithstanding the foregoing, the Parent will not, and set forth in Schedule 5.08(b)will not permit any Subsidiary to, create, assume, incur or suffer to exist any Lien (other than Liens created by the Loan Documents) upon or with respect to any of its proprietary software developed by or on behalf of the Parent or its Affiliates and necessary and useful for the conduct of the Business.
Appears in 2 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) if applicable, the renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(a);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which securing appeal or other surety bonds relating to such Lien is created, assumed or incurredjudgments;
(i) judgment Liens not giving rise to an Event precautionary UCC filings in respect of Defaultoperating leases;
(j) Liens reserved leases, licenses, subleases or sublicenses granted to others in or exercisable under the ordinary course of business which do not (i) interfere in any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance material respect with the terms business of such lease the Company or sublease; provided, that the rent under such lease Company and its Material Subsidiaries taken as a whole or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof(ii) secure any Indebtedness;
(k) any interest or title Liens in favor of a lessor under any lease entered into by the Borrower Company or any of its Subsidiaries Material Subsidiary in the ordinary course of its business and covering but only with respect to the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into on assets of any entity acquired by the Company or any of its Subsidiaries in a transaction permitted under this Agreement; provided that (i) such Liens are in existence on the Ordinary Course date of Business; andsuch acquisition and not created in anticipation thereof and (ii) such Liens are released within 180 days of the consummation of such acquisition;
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Businesssecuring Indebtedness permitted under Section 7.02(d); and
(n) Liens existing on not otherwise permitted by Sections 7.01(a) through (m) (including but not limited to ERISA Liens) that will not in the Closing Date aggregate at any time attach to assets of the Company and set forth its Subsidiaries in Schedule 5.08(b)excess of 15% of the Consolidated Total Assets as measured as of the applicable date of the financial information most recently delivered to the Administrative Agent pursuant to Section 4.01(a)(viii) or 6.01.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Starbucks Corp), Credit Agreement (Starbucks Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date that are (1) listed on Schedule 7.01(b) or (2) not securing liabilities in excess of $2,500,000, and any modifications, replacements, renewals, restructurings, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;
(c) Liens for taxes Taxes, assessments or governmental charges that are not yet due overdue for a period of more than thirty (30) days or which that are being contested in good faith and by appropriate proceedings actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect;
(d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens that secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAPGAAP or with respect to which the failure to make payment as to all such amounts, in the aggregate, would not reasonably be expected to have a Material Adverse Effect;
(ce) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens incurred or other like Liens arising deposits made in the Ordinary Course ordinary course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
business (di) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISAof its Restricted Subsidiaries;
(ef) Liens incurred or deposits made to secure the performance of bids, trade contracts contracts, governmental contracts, utilities, and leases (other than Debtfor Indebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority in connection with any contract or Law) incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions building codes, restrictions, encroachments, licenses, protrusions and other similar encumbrances and minor survey exceptions and minor title defects affecting real property which, in the aggregate, are not substantial in amountReal Property, and which any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties, that do not in any case materially detract from the value of the property subject thereto or aggregate materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Restricted Subsidiaries, taken as a whole;
(gh) Liens existing (i) securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h), (ii) arising out of judgments or awards against a Loan Party or any of its Restricted Subsidiaries with respect to which an appeal or other appropriate proceeding for review is then being diligently pursued in good faith and (iii) constituting notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings, in each case of clauses (ii) and (iii) for which adequate reserves have been made;
(i) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole or (ii) secure any Indebtedness for borrowed money;
(j) Liens (i) 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 in the ordinary course of business and (ii) Liens on Property specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to purchase orders and other agreements entered into with customers in the ordinary course of business;
(l) Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(f), (i), (n) or, to the extent related to any of the foregoing, Section 7.02(s) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(m) Liens (i) in favor of a Loan Party or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing permitted intercompany Indebtedness and (ii) in favor of a Loan Party;
(n) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries prior in the ordinary course of business;
(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
(p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;
(q) 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
(r) [reserved];
(s) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(t) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(u) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;
(v) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 270 days of the acquisition, construction, repair, replacement, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property and proceeds or products of such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
(w) [reserved];
(x) Liens existing on property at the time of its acquisition of such Property or existing on Property the property of any Person at the time such Person becomes a newly Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case acquired Subsidiary or assumed after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) 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 subjected to a Lien securing Indebtedness and other obligations incurred prior to the Borrower’s or such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on property to which such Lien requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is created, assumed or incurredpermitted under Section 7.03(g);
(hy) purchase money Liens upon (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Property Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole;
(z) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;
(aa) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(bb) the modification, replacement, renewal or extension of any Lien permitted by Sections 7.01(v) and (x); provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or held incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);
(cc) Liens securing Indebtedness permitted under Section 7.03(q); provided that the Collateral Agent and the Other Debt Representative of the holders of each such Indebtedness are or become party to an Intercreditor Agreement, as appropriate;
(dd) Liens with respect to property or assets of the Loan Parties or any of its Restricted Subsidiaries that (i) secure Indebtedness permitted under Section 7.03(m) and (ii) rank junior to the Liens securing the Obligations on terms reasonably acceptable to the Administrative Agent;
(ee) [reserved];
(ff) [reserved];
(gg) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;
(hh) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% performance of the Borrower’s Net Worth at any time on or after such Subsidiary’s obligations under the date on which terms of the lease for such Lien is created, assumed or incurredpremises;
(i) judgment Liens not giving rise to an Event of Default;
(jii) Liens reserved in securing Indebtedness permitted under Section 7.03(t); (jj) customary Liens of an indenture trustee on money or exercisable property held or collected by it to secure fees, expenses and indemnities owing to it by any obligor under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofan indenture;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b).
Appears in 2 contracts
Samples: Credit Agreement (Nebula Parent Corp.), Credit Agreement (Nebula Parent Corp.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens for taxes Taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 sixty days or which or, if overdue for more than sixty days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits or statutory trusts in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA that secures any amount in excess of the Threshold Amount;
(ef) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than DebtFunded Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the business of the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens arising on any lease entered into real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;
(p) Liens on property of Foreign Subsidiaries securing Foreign Subsidiary Indebtedness;
(q) Liens on property or assets acquired pursuant to a Permitted Acquisition or any other Investment permitted by Section 8.02 (and the proceeds thereof) or on property or assets of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition and not created in contemplation thereof, provided that (i) such Liens do not at any time extend to any other property or assets and (ii) the aggregate outstanding principal amount of Indebtedness secured by such Liens shall not at any time exceed $25 million;
(r) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;
(s) Liens on cash or cash equivalents used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is not prohibited hereunder;
(t) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods;
(u) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedconnection with an Investment permitted by Section 8.02;
(lv) Liens against equipment arising from precautionary UCC on cash deposits securing any Swap Contracts provided that the aggregate amount of cash deposits subject to such Liens shall not exceed $10 million;
(w) Liens relating to the financing statement filings regarding operating leases entered into of insurance premiums so long as such Liens do not encumber any property other than cash paid to any such insurance company in the Ordinary Course respect of Businesssuch insurance;
(x) Liens on Equity Interests in Joint Ventures securing obligations of such Joint Venture; and
(my) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions other than Liens described in the Ordinary Course of Business; and
(nforegoing clauses) Liens existing on securing obligations not exceeding $10 million in the Closing Date and set forth in Schedule 5.08(b)aggregate outstanding at any time.
Appears in 2 contracts
Samples: Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/)
Liens. Create, incur, assume or suffer to exist exist, any Lien upon on any of its property, assets or revenues, whether Property now owned or hereafter acquiredacquired to secure any Indebtedness of any Credit Party or any other Person, other than the following:following (collectively, the “Permitted Liens”):
(a) Liens pursuant to any Loan Documentexisting on the date hereof and set forth on Schedule 7.3;
(b) Liens securing the Lender Indebtedness;
(c) Liens for taxes taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith and by appropriate action or proceedings diligently conducted, if adequate reserves which have been disclosed to the Lenders and with respect thereto are maintained to which reserves acceptable to the Administrative Agent have been established, but only so long as any execution on the books or foreclosure of the applicable Person in accordance with GAAPsuch Liens is stayed;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or , workmen, and other like Liens arising imposed by law created in the Ordinary Course ordinary course of Business business for amounts which are not overdue past due for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate action or proceedings diligently conducted, if and with respect to which adequate reserves in accordance with respect thereto GAAP are maintained on the books of the applicable Personbeing maintained;
(de) pledges Liens incurred or deposits or pledges made in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, old age or other than any Lien imposed by ERISA;
(e) deposits similar obligations, or to secure the performance of bids, trade contracts and leases (other than Debt)tenders, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of a like nature incurred in obligations for the Ordinary Course payment of Businessborrowed money);
(f) irregularities in title, easements, rights-of-way, restrictions restrictions, servitudes, permits, reservations, exceptions, conditions, covenants, encroachments, protrusions and other similar charges or encumbrances affecting real property whichnot materially interfering with the occupation, use and enjoyment by any Credit Party of any of their respective Properties in the aggregate, are not substantial in amount, and which do not in any case normal course of business or materially detract from impairing the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personthereof;
(g) Liens existing on Property acquired by the Borrower any obligations or duties affecting any of its Subsidiaries prior the Property of any Credit Party to its acquisition any municipality or public authority with respect to any franchise, grant, license or permit which do not materially impair the use of such Property or existing on Property of a newly acquired Subsidiary prior to for the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on purposes for which such Lien it is created, assumed or incurredheld;
(h) purchase money Liens upon securing Indebtedness permitted by Section 7.2(c); provided, that, (i) such Liens attach only to the Property being leased or in any Property acquired acquired, (ii) the creation of or held by the Borrower incurrence of such Liens does not violate this Agreement or any other Financing Documents, and (iii) the principal amount of its Subsidiaries to secure the Indebtedness secured does not exceed 100% of the total purchase price of such the Property being leased or to secure Debt incurred solely for the purpose acquired;
(i) judgment liens in respect of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation that do not constituting constitute an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default8.9;
(j) Liens reserved extensions, renewals or replacements of any Lien referred to in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; Section 7.3(a) and Section 7.3(h), provided, that the rent under such lease principal amount of the Indebtedness or sublease obligation secured thereby is not then overdue increased and that any such extension, renewal or replacement is limited to the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;Property originally encumbered thereby; and
(k) any interest Liens encumbering cash or title cash equivalents (or letters of a lessor credit or surety bonds posted in lieu thereof) to satisfy margin calls under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Hedging Agreements.
Appears in 2 contracts
Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc), Credit Agreement (Aventine Renewable Energy Holdings Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”):
(a) Liens pursuant to any Loan DocumentDocument or otherwise securing the Secured Obligations;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for taxes Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if ; provided that adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not giving rise to an Event at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of Defaultthe property being acquired on the date of acquisition;
(j) bankers’ Liens, rights of setoff and other similar Liens reserved existing solely with respect to cash and Cash Equivalents on deposit in one or exercisable under any lease or sublease to which more accounts maintained by the Borrower or any of its Subsidiaries is a lessee with any Lender, in each case in the ordinary course of business in favor of the bank or banks with which secure such accounts are maintained, securing solely the payment of rent or compliance customary amounts owing to such bank with the terms of such lease or subleaserespect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofrepayment of any Indebtedness;
(k) any Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(l) Any interest or title of a lessor lessor, licensor or sublessor under any lease lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(m) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; 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 Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary;
(n) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
(o) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.03 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(p) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedbusiness;
(lq) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into solely on any xxxx xxxxxxx money deposits or other similar escrow arrangements made by the Borrower or any of its Subsidiaries in the Ordinary Course connection with any letter of Business; andintent or purchase agreement permitted hereunder;
(mr) Nonconsensual Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto;
(s) Liens in favor of banking institutions customs and revenue authorities arising as a matter of law and encumbering Law to secure payment of customs duties in connection with the deposits (including the right importation of set-off) held by such banking institutions goods in the Ordinary Course ordinary course of Businessbusiness;
(t) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries or (ii) secure any Indebtedness; and
(nu) other Liens existing on the Closing Date and set forth securing Indebtedness outstanding in Schedule 5.08(b)an aggregate principal amount not to exceed $5,000,000, provided that no such Lien shall extend to or cover any Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Agilysys Inc), Credit Agreement (Agilysys Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby consists only of the property covered by the Liens being renewed or extended and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens for taxes taxes, assessments or other governmental charges, not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , landlord or other like Liens imposed by Law or arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) Liens, pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or a Foreign Benefit Law;
(ef) Liens or deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness, and including deposits (but not Liens) related to the acquisition of property;
(fi) Liens with respect to minor imperfections of title and easements, rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges, encumbrances or title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
, (gii) Liens existing on Property acquired in the case of any property covered by a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, the Administrative Agent insuring the Mortgage; and (iii) in the case of any property covered by a Mortgage, upon certification by the Borrower that an easement, right-of-way, restriction, reservation, permit, servitude or other similar encumbrance granted or to be granted by the Borrower or any such Restricted Subsidiary does not materially detract from the value of or materially impair the use by the Borrower or such Restricted Subsidiary in the ordinary course of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount business of the Debt secured by property subject to or to be subject to such encumbrance, the Liens permitted by this paragraph (g) Administrative Agent shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which execute such Lien is created, assumed or incurreddocuments as are reasonably requested to subordinate its Mortgage to such encumbrance;
(h) purchase money with respect to any Mortgaged Fee Property, Liens upon which appear as exceptions to the Title Policy delivered to the Administrative Agent with respect to such Mortgaged Fee Property that are not otherwise permitted by Section 8.01(a), (c), (d), (g) or (i) and are acceptable to the Administrative Agent, it being understood that Liens appearing on the Title Policies delivered to the Administrative Agent on the Closing Date (or on such later date as such Title Policies are delivered in any Property acquired or held accordance with the Post-Closing Agreement and accepted by the Borrower Administrative Agent) are acceptable to the Administrative Agent;
(i) any interest or title of a lessor or sublessor and any of its Subsidiaries restriction or encumbrance to secure which the purchase price interest or title of such Property lessor or sublessor may be subject that is incurred in the ordinary course of business and, either individually or when aggregated with all other Liens described in clauses (a) through (h) in effect on any date of determination, could not be reasonably expected to secure Debt incurred solely have a Material Adverse Effect;
(j) Liens securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h9.01 or securing appeal or other surety bonds related to such judgments;
(k) Liens securing Indebtedness permitted under Section 8.03(e); provided that the aggregate outstanding principal amount of the Debt secured by the (i) such Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on or after the date on which such Lien is created, assumed or incurredof acquisition;
(il) judgment Liens not giving rise in the nature of trustees’ Liens granted pursuant to an Event any indenture governing any Indebtedness permitted by Section 8.03, in each case in favor of Defaultthe trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof;
(jm) Liens reserved of sellers of goods to the Borrower and the Restricted Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(n) Liens securing Assumed Indebtedness of the Borrower and the Restricted Subsidiaries permitted pursuant to Section 8.03(f); provided that (i) such Liens do not at any time encumber any property other than property of the Subsidiary acquired, or exercisable under the property acquired, and proceeds thereof in connection with such Assumed Indebtedness and shall not attach to any lease or sublease to which assets of the Borrower or any of its the Restricted Subsidiaries is a lessee theretofore existing or (except for any such proceeds) which secure arise after the payment date thereof and (ii) the Assumed Indebtedness and other secured Indebtedness of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue Borrower and the Borrower or its Subsidiary is Restricted Subsidiaries secured by any such Lien does not exceed the fair market value of the property being acquired in material compliance connection with the terms and conditions thereofsuch Assumed Indebtedness;
(o) Liens on assets of Foreign Subsidiaries of the Borrower securing Indebtedness of such Foreign Subsidiaries permitted pursuant to clause (g) or (k) any interest of Section 8.03;
(p) Liens on the Equity Interests of Unrestricted Subsidiaries securing Indebtedness incurred by such Unrestricted Subsidiaries;
(q) operating leases or title of a lessor under any lease entered into subleases granted by the Borrower or any of its the Restricted Subsidiaries to any other Person in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Businessbusiness; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nr) Liens existing on (i) Accounts sold or contributed to a Receivables Co. in connection with a Permitted Receivables Transaction, (ii) other assets related to such Accounts and (iii) proceeds of the Closing Date and set forth foregoing, in Schedule 5.08(b)each case created in connection with such Permitted Receivables Transaction.
Appears in 2 contracts
Samples: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business and in an aggregate amount not overdue for a period to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of more than 30 days or which are the construction budget of any hotel then being contested constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in good faith all cases excluding pre-opening costs and by appropriate proceedings diligently conductedcapitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect thereto are maintained on to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the books Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable Personjurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d);
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Borrower or any of its Subsidiaries prior Administrative Agent (such approval to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to be in the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount sole discretion of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredAdministrative Agent);
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h9.01(h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which securing appeal or other surety bonds related to such Lien is created, assumed or incurredjudgments;
(i) judgment Liens not giving rise to an Event of Defaultsecuring Indebtedness permitted under Section 8.03;
(j) Liens reserved in Leases or exercisable subleases permitted under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSection 8.17;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 8.02;
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the Closing Date course of collection;
(o) Liens of sellers of goods to the Borrower and set forth any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in Schedule 5.08(b)the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; and
(p) Liens pursuant to any Permitted PILOT Transaction.
Appears in 2 contracts
Samples: Credit Agreement (Gaylord Entertainment Co /De), Credit Agreement (Gaylord Entertainment Co /De)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a1) Liens pursuant to any Loan Document;
(b2) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(3) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c4) Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and repairmen or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d5) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAXXXXX;
(e6) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(f7) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) 8) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h);
(9) Liens securing Indebtedness permitted under Section 7.03(e); provided that the aggregate outstanding principal amount of the Debt secured by the (i) such Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth do not at any time on encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions acquisition thereof;
(k10) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary;
(11) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l12) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 7.02(a);
(m13) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking institutions banks or other depository institutions;
(14) Liens of a collection bank arising as a matter under Section 4-210 of law and encumbering the deposits (including the right of set-off) held by such banking institutions Uniform Commercial Code on items in the Ordinary Course course of Businesscollection; and
(n) and Notwithstanding the foregoing, no Liens existing on securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the Closing Date MLP and set forth in Schedule 5.08(b)its Subsidiaries, except Liens created by the Collateral Documents.
Appears in 2 contracts
Samples: Credit Agreement (Green Plains Inc.), Credit Agreement (Green Plains Partners LP)
Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept:
(a) Liens pursuant to any Loan Documentfor taxes or other governmental charges not at the time delinquent or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves;
(b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business which are business (such as (i) Liens of carriers, warehousemen, landlords, mechanics, repairmen and materialmen and other similar Liens imposed by law, (ii) deposits to secure trade contracts entered into in the ordinary course of business and (iii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with leases, surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits (other than deposits in the ordinary course of business that are customary with respect to the type of obligations secured and deposits permitted by Section 10.19(f), but excluding bonds of the types described in subsection (e) below) or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in Schedule 10.8 and Liens securing refinancings, refundings, renewals, replacements or extensions of the Debt originally secured by such Liens; provided that the amount of Debt secured thereby is not increased;
(d) subject to the limitations set forth in Section 10.7(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired, and any refinancing, amendment, restatement, supplement, renewal or extension of any such Lien (or the debt secured thereby) so long as the principal amount of the obligations secured by such Lien is not increased and such Lien does not extend to any other property of the Company or any Subsidiary;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 in the aggregate arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Businessproceedings;
(f) leases, subleases, encroachments, subdivisions, easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable PersonCompany or any Subsidiary;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount in favor of the Debt secured by Administrative Agent arising under the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredLoan Documents;
(h) purchase money Liens upon arising solely by virtue of any statutory or in any Property acquired common law provision relating to banker’s liens, rights of set-off or held by the Borrower similar rights and remedies as to deposit accounts or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined other funds maintained with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurreda creditor depository institution;
(i) judgment Liens not giving rise to an Event licenses of Defaultpatents, trademarks, or other intellectual property rights granted in the ordinary course of business;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor lessor, licensor or sublessor under any lease or license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(k) Liens arising under Capital Leases, Liens securing Subordinated Debt and other Liens not otherwise permitted by this Section 10.8 so long as the aggregate outstanding principal amount of the obligations secured by the foregoing does not exceed $10,000,000 at any time outstanding;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted by Section 10.19;
(m) Nonconsensual Liens in favor securing Debt facilities of banking institutions arising as a matter Foreign Subsidiaries provided the aggregate outstanding principal amount of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Businessall obligations so secured will not at any time exceed $15,000,000; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)Unrestricted Margin Stock.
Appears in 2 contracts
Samples: Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp)
Liens. CreateNot, incurand not permit any Significant Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept:
(a) Liens pursuant to any Loan Documentfor taxes or other governmental charges not at the time delinquent for more than 90 days or thereafter payable without penalty or being contested in good faith by appropriate action and, in each case, for which it maintains adequate reserves, provided that no notice of lien has been filed or recorded under the Code;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for taxes sums not yet due overdue or being contested in good faith by appropriate action and not involving borrowed money, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in Schedule 10.8 and any refinancing, renewal, extension or replacement of any such Lien (to the extent the aggregate principal amount of the Debt or other obligation secured thereby is not increased and so long as the scope of the property subject to such Lien is not increased);
(d) attachments, appeal bonds, judgments and other similar Liens arising in connection with court proceedings, for an aggregate amount not at any time exceeding the greater of (i) $50,000,000 and (ii) 5% of the consolidated tangible assets of the Company and its Subsidiaries, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAaction;
(e) deposits leases or subleases or licenses or sublicenses granted to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred others in the Ordinary Course ordinary course of Business;
(f) business, easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable PersonCompany or any Significant Subsidiary;
(f) Liens on property of a Person immediately prior to its being consolidated with or merged into the Company or a Significant Subsidiary or otherwise becoming a Significant Subsidiary and Liens on assets existing at the time of acquisition (by merger or otherwise) of such property by the Company or a Significant Subsidiary, in each case not created in contemplation thereof, provided that such Liens do not extend to or cover additional types of assets, and, in each case, any refinancing, renewal, extension or replacement of any such Lien (to the extent the aggregate principal amount of the Debt or other obligation secured thereby is not increased and so long as the scope of the property subject to such Lien is not increased);
(g) Liens existing on Property acquired securing Debt permitted by the Borrower Section 10.7(b) or any of its Subsidiaries prior to its acquisition of such Property refinancing, renewal, extension or existing on Property of a newly acquired Subsidiary prior replacement thereof (to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that extent the aggregate outstanding principal amount of such Debt is not increased); provided that such Lien attaches solely to the Debt secured property so acquired, constructed or improved in such transaction (provided that individual financings under Section 10.7(b) provided by the Liens one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred10.7(b));
(h) purchase money Liens upon arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution and/or Liens arising in any Property acquired or held by the Borrower or any ordinary course of its Subsidiaries business with respect to secure the purchase price of such Property or deposit accounts relating to secure Debt incurred solely for the purpose of financing the acquisition of such Propertyintercompany cash pooling, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h)interest set-off and/or sweeping arrangements; provided that the aggregate outstanding principal amount of the Debt secured (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Liens permitted Company or the applicable Significant Subsidiary in excess of those set forth by this paragraph regulations promulgated by the FRB and (hii) shall not, when combined with such deposit account is not intended by the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at Company or any time on or after the date on which Subsidiary to provide collateral to such Lien is created, assumed or incurreddepository institution;
(i) judgment Liens not giving rise to an Event of Defaultsecuring Securitization Obligations;
(j) Liens reserved in or exercisable arising under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or subleaseLoan Document; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;and
(k) any interest or title other Lien securing obligations at the time of a lessor incurrence of any such obligations in an aggregate outstanding amount not exceeding the greater of (i) $50,000,000 and (ii) 5% of the consolidated tangible assets of the Company and its Subsidiaries; provided that no Lien permitted under this clause (k) may secure any obligations under any lease entered into by the Borrower Note Purchase Agreement or any of its Subsidiaries Additional Obligations Agreement (as defined in the ordinary course Intercreditor Agreement). Any Lien permitted above on any property may extend to the identifiable proceeds of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)property.
Appears in 2 contracts
Samples: First Amendment and Waiver (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 sixty days or which or, if overdue for more than sixty days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance (including payment) of bids, trade contracts contracts, licenses and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;
(k) any interest of title of a lessor under, and Liens reserved arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or exercisable other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens arising on any lease real property as a result of any eminent domain, condemnation or sublease similar proceeding being commenced with respect to which such real property;
(p) Liens on an insurance policy of the Borrower or any Subsidiary and the identifiable cash proceeds thereof in favor of the issuer of such policy and securing Indebtedness permitted to finance the premiums of such policies;
(q) Liens of sellers of goods to the Borrower or any of its Subsidiaries is a lessee which secure arising under Article 2 of the payment of rent or compliance with UCC in effect in the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries relevant jurisdiction in the ordinary course of its business business, covering only the goods sold and covering only the assets so leasedunpaid purchase price for such goods and related expenses;
(lr) Liens against equipment for the benefit of a seller deemed to attach solely to xxxx xxxxxxx money deposits in connection with a letter of intent or acquisition agreement with respect to a Permitted Acquisition;
(s) Liens constituting the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(t) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into payment obligations being contested in good faith by appropriate proceedings;
(u) Liens securing the Park Royal IRB Debt; provided that (i) such Lien does not at any time encumber any property other than the assets of Park Royal described in the Ordinary Course documents governing the Park Royal IRB Debt in effect on the date of Businessthe Acquisition of Park Royal;
(v) Liens securing Acquired Indebtedness permitted under Section 8.03(p), provided that (i) such Liens do not at any time encumber any property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nw) Liens existing on the Closing Date and set forth securing obligations in Schedule 5.08(b)an aggregate amount not to exceed $5,000,000 outstanding at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;and
(i) judgment Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under at any lease or sublease to which time encumber any property other than the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held property financed by such banking institutions in Indebtedness and (ii) the Ordinary Course Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of Business; and
(n) Liens existing the property being acquired on the Closing Date and set forth in Schedule 5.08(b)date of acquisition.
Appears in 2 contracts
Samples: Credit Agreement (Ss&c Technologies Inc), Credit Agreement (Main Street Restaurant Group, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; and
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that the aggregate outstanding principal amount of the Debt secured by the (i) such Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)acquisition.
Appears in 2 contracts
Samples: Credit Agreement (Heritage-Crystal Clean, Inc.), Credit Agreement (Heritage-Crystal Clean, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant to any existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan DocumentDocuments;
(b) Liens for taxes taxes, fees, assessments or other government charges or levies, either (i) not yet due delinquent or (ii) being contested in good faith and for which the Borrower maintains adequate reserves on its books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;
(c) purchase money Liens (i) on equipment acquired or held by the Borrower incurred for financing the acquisition of the equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate amount outstanding, or (ii) existing on equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the equipment;
(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on which proceedings have the books effect of preventing the forfeiture or sale of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAproperty subject thereto;
(e) deposits Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the performance ordinary course of bids, trade contracts and leases business (other than DebtLiens imposed by ERISA), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, Liens incurred in the aggregateextension, are not substantial in amount, and which do not in any case materially detract from the value renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property subject thereto or materially interfere with encumbered by the ordinary conduct existing Lien and the principal amount of the business of the applicable Personindebtedness may not increase;
(g) Liens existing on Property acquired by leases or subleases of real property granted in the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% ordinary course of the Borrower’s Net Worth at any time on business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or after sublicenses of personal property (other than Intellectual Property) granted in the date on which ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Lien is createdPerson’s business), assumed or incurredif the leases, subleases, licenses and sublicenses do not prohibit granting the Administrative Agent a security interest therein;
(h) purchase money non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business;
(i) Liens upon arising from attachments or judgments, orders, or decrees in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation circumstances not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph Sections 8.1 (e) and (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default);
(j) Liens reserved on the Pledged Money Market Account in favor of Xxxxx Fargo Bank, N.A. to secure obligations of Borrower to Xxxxx Fargo Bank, N.A. for ACH processing services provided by Xxxxx Fargo Bank, N.A. to Borrower; provided, however that (i) Borrower shall not permit the amount on deposit in the Pledged Money Market Account to exceed the limit set forth in the Perfection Certificate without the prior written consent of the Administrative Agent, (ii) Borrower shall not move or exercisable under any lease or sublease to which transfer the Borrower Pledged Money Market Account or any monies or other assets on deposit therein to any Person (other than SVB and its Affiliates) without the prior written consent of its Subsidiaries is the Administrative Agent, and (iii) Borrower shall not create, incur, allow or suffer any Lien or otherwise grant a lessee which security interest on the Pledged Money Market Account to any Person other than Xxxxx Fargo Bank, N.A. and/or the Administrative Agent for the benefit of the Lenders; and
(k) Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts;
(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of rent or compliance custom duties in connection with the terms importation of goods;
(m) Liens on property of a Person existing at the time such lease Person is acquired by, merged into or subleaseconsolidated with a Loan Party or becomes a Subsidiary of a Loan Party or acquired by a Loan Party; provided, that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person and (iii) the rent applicable Indebtedness secured by such Lien is permitted under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;Section 7.2; and
(kn) any Any interest or title of a lessor lessor, sublessor, licensor, or sublicensor under any lease or license entered into by the Borrower or any of its Subsidiaries a Group Member in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(lo) Liens against equipment arising from precautionary attaching solely to xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or an acquisition of property not otherwise prohibited hereunder;
(p) the filing of UCC financing statement filings regarding statements solely as a precautionary measure in connection with operating leases entered into in the Ordinary Course or consignment of Businessgoods; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(nq) Liens existing on not otherwise permitted by this Section so long as neither (i) the Closing Date and set forth in Schedule 5.08(b)aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Group Members) $1,000,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (XOOM Corp), Credit Agreement (XOOM Corp)
Liens. CreateThe Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon on any of its property, assets or revenues, whether property now owned or hereafter acquired, other than the followingexcept:
(a) Liens pursuant on any property or asset of the Company or any Subsidiary existing on the Date of Closing set forth on Schedule 6D; provided, that such Lien shall not apply to any Loan Documentproperty or asset of the Company or any Subsidiary not encumbered thereby on the date hereof;
(b) Liens for taxes taxes, assessments, governmental charges or levies, statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens, in each case, incurred in the ordinary course of business for sums not yet due or the payment of which are being contested in good faith and is not at the time required by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPparagraph 5E;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens (other than any Lien imposed by ERISA) incurred or other like Liens arising deposits made in the Ordinary Course ordinary course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
business (di) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other types of social security legislationor retirement benefits, other than any Lien imposed by ERISA;
or (eii) deposits to secure (or to obtain letters of credit that secure) the performance of bids, trade contracts and leases (other than Debt)tenders, statutory obligations, surety bonds bonds, appeal bonds, bids, leases (other than bonds related to judgments or litigationleases providing for Capitalized Lease Obligations), performance bonds and bonds, purchase, construction or sales contracts or other obligations similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of a like nature incurred in the Ordinary Course of Business;
(f) easementsdeferred purchase price, rights-of-way, restrictions and other similar encumbrances affecting real property whichwhich do not, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Company’s property subject thereto or materially interfere with assets or impair the ordinary conduct use thereof or operation of the business of the applicable Personits business;
(gd) Liens existing on Property acquired by property or assets of the Borrower Company or any of its Subsidiaries prior to its acquisition Subsidiary securing obligations of such Property Obligor or existing on Property of a newly acquired Subsidiary prior to the Borrower’s Company or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount a Wholly Owned Subsidiary of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredCompany;
(he) Liens on insurance policies owned by the Company on the lives of its officers securing policy loans obtained from the insurers under such policies, provided that (i) the aggregate amount borrowed on each policy shall not exceed the loan value thereof, and (ii) the Company shall not incur any liability to repay any such loans;
(f) Liens in respect of purchase money Liens upon or obligations in any Property acquired fixed or held by the Borrower or any of its Subsidiaries capital assets to secure the purchase price or the cost of construction or improvement of such Property fixed or capital assets or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(hfixed or capital assets (including Liens securing any Capitalized Lease Obligations); provided provided, that (i) such Lien secures Indebtedness permitted by paragraph 6C(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the aggregate outstanding principal amount acquisition, improvement or completion of the Debt construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in connection therewith;
(g) Liens (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Company, (ii) existing on any asset of any Person at the time such Person is merged with or into the Company or any Subsidiary of the Company or (iii) existing on any asset prior to the acquisition thereof by the Liens permitted by this paragraph Company or any Subsidiary of the Company; provided, that any such Lien was not created in contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition;
(h) shall notLiens on shares of stock or other equity interests of any Foreign Subsidiary, when combined only to the extent that the Notes and the obligations relating thereto are secured pari passu with the aggregate outstanding principal amount of Debt any other Indebtedness or obligations secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurredthereby;
(i) judgment Liens not giving rise to an Event of DefaultDefault or Liens created by or existing from any litigation or legal proceedings that are currently being contested in good faith for which adequate reserves have been established;
(j) Liens reserved easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or exercisable under materially interfere with the ordinary conduct of business of any lease or sublease to which the Borrower Obligor or any Subsidiary;
(k) other Liens incidental to the conduct of the business of any Obligor or any Subsidiary or the ownership of its Subsidiaries is a lessee property and assets which secure the payment of rent or compliance were not incurred in connection with the terms borrowing of such lease money or subleasethe obtaining of advances or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; and
(l) extensions, renewals, or replacements of any Lien referred to above in subparagraphs (a), (b), (c), (e), (f), (g), (i) and (j) of this paragraph 6D; provided, that the rent under such lease or sublease principal amount of the Indebtedness secured thereby is not then overdue increased and the Borrower that any such extension, renewal or its Subsidiary replacement is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only limited to the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)originally encumbered thereby.
Appears in 2 contracts
Samples: Note Purchase Agreement (Aaron's Inc), Note Purchase Agreement (Aaron's Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA or Internal Revenue Code Section 430) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 sixty days or which or, if overdue for more than sixty days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or Internal Revenue Code Section 430;
(ef) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(f); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the business of the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) Liens arising from precautionary solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff or similar rights and remedies as to deposit accounts or to other funds maintained with a depository institution;
(n) filing of UCC financing statement filings regarding statements solely as a precautionary measure in connection with operating leases entered into leases;
(o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the Ordinary Course course of Businesscollection;
(p) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and
(q) Liens not otherwise permitted hereunder in respect of obligations in an aggregate amount not to exceed the Threshold Amount at any time outstanding, or such higher amount as approved by the Administrative Agent and the Required Lenders; provided, that notwithstanding anything in the foregoing to the contrary, the Parent shall not be permitted to incur any Liens upon any of its property, assets or revenues, except for those incurred pursuant to clauses (a), (b), (c), (d), (h), (l), (m) Nonconsensual Liens in favor or (o) of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(b)this Section 8.01.
Appears in 2 contracts
Samples: Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions or refinancings thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension or refinancing of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the Ordinary Course ordinary course of Business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(ef) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the Borrower business of any Loan Party or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiaries;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases not prohibited by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 8.02;
(m) Nonconsensual Liens normal and customary rights of setoff upon deposits of cash in favor of banking banks or other depository institutions arising as a matter and upon accounts in favor of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andsecurities intermediaries;
(n) Liens existing of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the Closing Date course of collection;
(o) Liens of sellers of goods to the Borrower and set forth any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in Schedule 5.08(b).the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(p) Liens in favor of Verisign or other ICANN accredited registry on cash deposits made pursuant to accreditation agreements entered into in the ordinary course of business; or
Appears in 2 contracts
Samples: Credit Agreement (Demand Media Inc.), Credit Agreement (Demand Media Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by reasonable and appropriate responses and/or proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or materialmen and repairmen and other like Liens arising in the Ordinary Course ordinary course of Business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or which or, if overdue for more than thirty (30) days, are being contested in good faith by reasonable and by appropriate responses and/or proceedings diligently conducted, if conducted for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established;
(de) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAXXXXX;
(ef) deposits made by SWY or any of its Subsidiaries to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, revenue bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions and other similar encumbrances affecting real property of SWY or any of its Subsidiaries which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(gh) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure money (or appeal or other surety bonds related relating to judgments and litigation such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens on assets of SWY and its Subsidiaries securing Indebtedness permitted under Section 8.03(e) or (m); provided that (i) such Liens do not giving rise at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to an Event of Defaultsuch property concurrently with or within ninety (90) days after the acquisition thereof;
(j) Liens reserved leases or subleases granted to others not interfering in or exercisable under any lease or sublease to which material respect with the business of the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofSubsidiary;
(k) any interest or of title of a lessor under any lease entered into under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedthis Agreement;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into deemed to exist in the Ordinary Course of Business; andconnection with Investments in repurchase agreements permitted under Section 8.02;
(m) Nonconsensual Liens bankers’ liens and normal and customary rights of setoff upon deposits of cash in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; andbanks or other depository institutions;
(n) Liens existing of a collection bank arising under Section 4‑210 of the Uniform Commercial Code on items in the Closing Date course of collection;
(o) Liens arising on any real property of SWY or any of its Subsidiaries as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;
(p) Liens on assets of SWY and set forth its Subsidiaries securing Indebtedness permitted under Section 8.03(g);
(q) Liens of sellers of goods to the Borrowers and any of their Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in Schedule 5.08(bthe ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(r) Liens on assets of SWY and its Subsidiaries securing Indebtedness permitted under Section 8.03(k);
(s) licenses and sublicenses of intellectual property granted in the ordinary course of business;
(t) Liens on assets of SWY and its Subsidiaries securing obligations under the SWY Credit Agreement;
(u) [reserved];
(v) other Liens of a nature not contemplated in the foregoing clauses securing Indebtedness in an amount not to exceed, with respect to the Loan Parties and their Subsidiaries, $1,000,000 in the aggregate at any time outstanding. Notwithstanding anything to the contrary in this Section 8.01 or in any other Loan Document, in no event shall the Loan Parties or any of their Subsidiaries create, incur, assume or suffer to exist any Lien upon any mineral right or mining reserve owned or held by any of the Loan Parties or any of their Subsidiaries, whether owned or leased by virtue of deed, contract or otherwise, other than a Lien permitted under clause (c), (d), (g), (o) or (v) of this Section 8.01.
Appears in 2 contracts
Samples: Credit Agreement (Sisecam Chemicals USA Inc.), Credit Agreement (Ciner Enterprises Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course ordinary course of Business business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than DebtIndebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course ordinary course of Businessbusiness;
(f) notices of commencement, easements, rights-of-way, restrictions restrictions, development agreements, special taxing district documents, community development district documents, metropolitan district documents and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of securing Indebtedness permitted under Section 7.03(d); provided that (i) such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on or after the date on which such Lien is created, assumed or incurredof acquisition;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;securing Indebtedness permitted under Section 7.03(i); and
(j) Liens reserved that secure Indebtedness that has been paid in full in accordance with payoff statements, payoff letters, or exercisable under any lease other similar documentation but for which Lien terminations have not yet been filed or sublease to which recorded but are being diligently pursued in good faith, so long as such Lien terminations are filed or recorded within 60 days following the Borrower date such Indebtedness has been paid in full (or any of such later date as Administrative Agent agrees in its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(l) Liens against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in the Ordinary Course of Business; and
(m) Nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and
(n) Liens existing on the Closing Date and set forth in Schedule 5.08(bsole discretion).
Appears in 2 contracts
Samples: Credit Agreement (Dream Finders Homes, Inc.), Credit Agreement (Dream Finders Homes, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed or refinanced by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;
(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or for property taxes on property that the Borrower or one if its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment or other charge is to such property;
(d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not yet due overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(ce) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(di) pledges or deposits in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISARestricted Subsidiary;
(ef) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than DebtIndebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the Ordinary Course ordinary course of Businessbusiness;
(fg) easements, rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Restricted Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(h) purchase money Liens upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely securing judgments for the purpose payment of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation money not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not giving rise at any time encumber any property except for accessions to an Event such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of Defaultassets provided by one lender may be cross collateralized to other financings of assets provided by such lender (or its affiliates);
(j) Liens reserved leases, licenses, subleases or sublicenses granted to others in or exercisable under the ordinary course of business which do not (i) interfere in any lease or sublease to which material respect with the business of the Borrower or any of its Subsidiaries is a lessee which Restricted Subsidiary or (ii) secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereofany Indebtedness;
(k) any interest or title Liens in favor of customs and revenue authorities arising as a lessor under any lease entered into by matter of law to secure payment of customs duties in connection with the Borrower or any importation of its Subsidiaries goods in the ordinary course of its business and covering only the assets so leasedbusiness;
(l) Liens against equipment (i) of a collection bank arising from precautionary UCC financing statement filings regarding operating leases entered into under Section 4-210 of the Uniform Commercial Code on items in the Ordinary Course course of Businesscollection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and
and (miii) Nonconsensual Liens in favor of a banking institutions institution arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions and which are within the general parameters customary in the Ordinary Course banking industry;
(m) Liens (i) on cash advances in favor of Business; andthe seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i), (n), (o) and (v) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(n) Liens on (i) property of any Foreign Subsidiary that is not a Loan Party, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03 and (ii) property of any Restricted Subsidiary in favor of any Loan Party;
(o) 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 Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary (other than any Person that is a Subsidiary at the time of such acquisition of another Person that becomes a Restricted Subsidiary)); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and set forth other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time (or incurred pursuant to a commitment entered into prior to such time) and which require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (h), or (k);
(p) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries in Schedule 5.08(bthe ordinary course of business;
(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
(r) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;
(s) 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;
(t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business and (iv) otherwise to secure Cash Management Obligations in the ordinary course of business;
(u) Liens solely on any xxxx xxxxxxx money deposits to secure the obligations of the Borrower or any of the Restricted Subsidiaries under any letter of intent or purchase agreement permitted hereunder;
(i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition, (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g), and (iii) Liens securing Indebtedness permitted under Section 7.03(s) on the property and assets of the Person or Persons (and its or their Equity Interests) acquired with the proceeds of such Indebtedness;
(w) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;
(x) Liens on the assets of Receivables Subsidiaries in respect of the Receivables Facilities;
(y) Liens (i) incurred by a Receivables Management Subsidiary on Receivables Management Assets securing a Receivables Management Financing permitted under Section 7.03, (ii) on the Equity Interests of any Excluded Receivables Management Subsidiary and its property and assets securing a Receivables Management Financing and (iii) on Receivables Management Assets in connection with any Disposition of Receivables Management Assets by a Receivables Management Subsidiary;
(z) other Liens securing obligations outstanding in an aggregate principal amount not to exceed $75,000,000;
(aa) Liens securing Additional Senior Secured Notes, provided that if the Liens on the Collateral securing such Additional Senior Secured Notes (i) are or are intended to be junior in priority to the Liens on the Collateral securing the Obligations, then such Liens shall be subject to a Junior Priority Intercreditor Agreement and (ii) are pari passu to Liens on the Collateral securing the Obligations, then such Liens shall be subject to a Pari Passu Intercreditor Agreement; and
(bb) Liens on the property, assets or the stock of a Restricted Subsidiary to the extent such Liens secure Indebtedness permitted under Section 7.03(y), provided that any Liens securing such Indebtedness shall be limited to Liens on the property, assets or the stock of such Restricted Subsidiary.
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Samples: Credit Agreement (West Corp), Credit Agreement (West Corp)