Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01; (b) Permitted Encumbrances; (c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000; (d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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; (f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law; (g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC; (h) Liens to secure obligations of the Company to any Subsidiary Guarantor; (i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and (j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)
Liens. The Company Lessee will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(ai) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Liens;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(dii) any Lien on any property or asset of the Company Lessee or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefromincluding Liens created pursuant to the Corporate Loan Documents and the Security Documents) and set forth on in Schedule 6.029.5(b); provided that (i) such Lien shall not apply to any other property or asset of the Company Lessee or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof;
(eiii) any Lien existing on any property or asset prior to the acquisition thereof by the Company Lessee or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Lessee or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(fiv) Liens in favor on fixed or capital assets acquired, constructed or improved by the Lessee or any Subsidiary; provided that (i) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or PARTICIPATION AGREEMENT improving such fixed or capital assets and (iii) such security interests shall not apply to any Governmental Authority to secure obligations pursuant to other property or assets of the provisions of Lessee or any contract or lawSubsidiary;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(hv) Liens to secure obligations of on assets acquired after the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiarydate hereof under Synthetic Lease Facilities; and
(jvi) other Liens not specifically listed above otherwise permitted by the foregoing clauses of this Section 9.5(b), securing obligations Indebtedness of the Lessee or its Subsidiaries, so long as the sum, without duplication, of (other than Indebtednessi) all such Indebtedness and (ii) all Indebtedness permitted solely by Section 9.5(a)(ix) does not to exceed $50,000,000 at any one time outstanding5.0% of Tangible Net Assets.
Appears in 2 contracts
Samples: Participation Agreement (Quality Food Centers Inc), Participation Agreement (Fred Meyer Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary other Credit Party to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created by the extent such Priority Indebtedness is permitted under Section 6.01Security Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.025.2; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and or replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset (together with receivables, intangibles and proceeds thereof) prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, be and extensions, renewals and or replacements thereof that do not increase the outstanding principal amount thereof;
(e) Liens on fixed or capital assets (together with receivables, intangibles and proceeds thereof) acquired, constructed or improved by Borrower or any Subsidiary; provided that (i) such security interests secure Debt permitted by Section 5.1(e), (ii) such security interests and the Debt secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property of Borrower or any Subsidiary;
(f) Liens in favor securing obligations and liabilities of Borrower and any Governmental Authority to secure obligations pursuant Restricted Subsidiary under Swap Agreements to the provisions of any contract or law;extent permitted hereunder; and
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens granted to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingNon-Recourse Debt permitted under Section 5.1(g).
Appears in 2 contracts
Samples: Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc)
Liens. The Company Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created under the Loan Documents and Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.016.01(h);
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on in Schedule 6.026.02 hereto; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofEffective Date;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that is merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries or becomes a Subsidiary after the date hereof Effective Date prior to the time such Person is so merged or consolidated or 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Restricted Subsidiary (other than improvements improvements, accessions, proceeds, dividends or distributions in respect thereof and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions fixed or appurtenant thereto) 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 Restricted Subsidiary, as the case may be;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary, including Liens deemed to exist in respect of assets subject to Capital Lease Obligations; provided that (i) such Liens secure Indebtedness permitted by Section 6.01(f), (ii) such Liens and extensionsthe Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement, renewals (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and replacements (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); provided that do not increase the outstanding principal amount thereofindividual financings provided by a lender may be cross collateralized to other financings provided by such lender or its affiliates;
(f) Liens in favor securing Intercompany Indebtedness permitted under Section 6.01(d) (other than Liens on Collateral securing Intercompany Indebtedness of any Governmental Authority the Borrower or a Guarantor owing to secure obligations pursuant to the provisions of any contract or lawa non-Guarantor Restricted Subsidiary);
(g) rights of first refusal of the Company's joint venture partner any Lien with respect to the Company's Equity Interests Permitted Refinancing Indebtedness referred to in Rocky Mountain Metal Container LLCclauses (c), (d) and (e) of this Section 6.02;
(h) Liens to secure obligations on insurance policies and proceeds thereof securing the financing of the Company to any Subsidiary Guarantorpremiums with respect thereto;
(i) (i) Liens to secure obligations on assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness permitted under Section 6.01(j), and (ii) Liens on the Equity Interests of Unrestricted Subsidiaries;
(j) Liens in favor of a seller 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 with respect to any Permitted Acquisition or other Investment permitted hereunder;
(k) Liens that are contractual, statutory, or common law rights of set-off relating to (i) the establishment of depository relations or securities accounts in the ordinary course of business with banks or financial institutions not given in connection with the issuance of Indebtedness or (ii) pooled deposit or sweep accounts of the Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Company ordinary course of business of the Borrower and its Restricted Subsidiaries;
(l) (i) Liens of a collection bank arising under Section 4-208 or any Section 4-210 of the UCC on items in the course of collection and (ii) other SubsidiaryLiens securing cash management obligations (that do not constitute Indebtedness) in the ordinary course of business; and
(jm) other Liens securing Indebtedness permitted under Section 6.01(n) and attaching only to the proceeds of the applicable insurance policy;
(n) leases, licenses, subleases or sublicenses granted to others that do not specifically listed above securing obligations (A) interfere in any material respect with the business of the Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness;
(o) any interest or title of a lessor under leases (other than Indebtednessleases constituting Capital Lease Obligations) entered into by any of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
(p) additional Liens incurred by the Borrower and its Restricted Subsidiaries so long as at the time of incurrence of the obligations secured thereby the aggregate outstanding principal amount of Indebtedness and other obligations secured thereby do not to exceed $50,000,000 75,000,000 at any time;
(q) additional Liens securing Indebtedness if, at the time of and immediately after the creation, incurrence or assumption of each such Lien and the related Indebtedness, the Secured Leverage Ratio on a Pro Forma Basis does not exceed 3.00:1.00, as of the last day of, and for, the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(j); provided that (i) any such Indebtedness secured by a Lien on the Collateral shall be subject to the applicable Intercreditor Agreement, (ii) at the time of incurrence, such Indebtedness shall have a final maturity date equal to or later than the Latest Maturity Date then in effect with respect to, and shall have a Weighted Average Life to Maturity equal to or longer than, the Weighted Average Life to Maturity of, the Class of outstanding Term Loans with the then Latest Maturity Date or Weighted Average Life to Maturity, as the case may be, (iii) such Indebtedness shall not be secured by any asset of the Borrower or its Subsidiaries other than the Collateral and (iv) any Indebtedness for borrowed money in the form of term loans secured by such Liens on the Collateral on a pari passu basis with the Term Loan Facility shall be subject to the requirements of Section 2.17(b)(ix) as if such term loans were Incremental Term Loans; and
(r) Liens securing Indebtedness incurred pursuant to Section 6.01(m) and subject to the ABL Intercreditor Agreement and/or other applicable Intercreditor Agreements. For purposes of determining compliance with this Section 6.02, if any Lien (or a portion thereof) would be permitted pursuant to one time outstandingor more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Encumbrances,” the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.
Appears in 2 contracts
Samples: Incremental Amendment (Brooks Automation Inc), Credit Agreement (Brooks Automation Inc)
Liens. The Company will not, and will Borrower shall not permit any Subsidiary to, create, incur, assume or permit suffer to exist any Lien on any property of Borrower’s right, title or asset now owned or hereafter acquired by itinterest in and to the Property, or assign or sell any income or revenues except for Permitted Encumbrances. Within thirty (including accounts receivable30) or rights in respect days of the filing of any thereofsuch Lien (or such sooner period as may be required in the event the Property (or part thereof or interest therein) shall be in imminent danger of being sold, except:
(a) Liens securing forfeited, terminated, cancelled or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (clost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien), (d) Borrower shall either pay or otherwise cause such Lien to be discharged from the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens conducted in connection good faith and with Hedging Agreementsdue diligence, the aggregate principal amount or validity or application in whole or in part of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; Lien, provided that (i) such Lien shall not apply to any no Default (other property than a Default that is the subject matter being contested) or asset Event of the Company or any Subsidiary Default has occurred and remains uncured; (ii) such Lien proceeding shall secure only those obligations which it secures on be permitted under and be conducted in accordance with the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset applicable provisions of any Person that becomes a Subsidiary after other instrument to which Borrower or the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien Property 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 subject and shall not apply to any other property or assets of the Company or any Subsidiary other than improvements constitute a default thereunder and accessions to the assets to which it originally applies such proceeding shall be conducted in accordance with all applicable statutes, laws and proceeds of such assets, improvements and accessions and ordinances; (iii) the Property nor any part thereof or interest therein will not be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Lien (and perform any such act to discharge the same of record), together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall secure only those obligations which it secures on suspend the date enforcement of the Lien by any party against the Property; and (vi) Borrower shall furnish such security as may be required in the proceeding in order to suspend the enforcement of such acquisition Lien, or as may be reasonably requested by Lender, to insure the payment (and discharge from record) of any such Lien, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or the date such Person becomes a SubsidiaryProperty (or part thereof or interest therein) shall be in imminent danger of being sold, as the case may beforfeited, and extensionsterminated, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(f) Liens in favor of cancelled or lost or there shall be any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal danger of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations Lien of the Company to Mortgage being primed by any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingrelated Lien.
Appears in 2 contracts
Samples: Loan Agreement (MPG Office Trust, Inc.), Loan Agreement (Maguire Properties Inc)
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing any Lien created pursuant to this Agreement or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Security Instruments;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any other Restricted Subsidiary (other than proceeds and accessions and additions to such property) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (d) of Section 7.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (iiiii) such Lien shall not apply to any other property or assets of the Company Borrower or any other Restricted Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) Liens on fixed or capital assets (including office equipment, data processing equipment and motor vehicles) acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (d) of Section 7.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any other Restricted Subsidiaries (other than proceeds and accessions and additions to such property);
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law[reserved];
(g) rights of first refusal of Liens securing insurance premium financing under customary terms and conditions, provided that no such Lien may extend to or cover any property other than the Company's joint venture partner insurance being acquired with respect to such financing, the Company's Equity Interests in Rocky Mountain Metal Container LLCproceeds thereof and any unearned or refunded insurance premiums related thereto;
(h) Liens to secure obligations on property not constituting the Collateral and not otherwise permitted by this Section 7.02 so long as neither (i) the aggregate outstanding principal amount of the Company 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 the Borrower and all Restricted Subsidiaries) $5,000,000 at any Subsidiary Guarantorone time;
(i) Permitted Junior Liens to secure obligations of a Subsidiary to securing the Company or any other SubsidiarySenior Notes permitted under Section 7.01(g) and the Intercreditor Agreement; and
(j) other Liens not specifically listed above securing obligations (other than Indebtednessthe Revolving Debt to the extent permitted under Section 7.01(l) not to exceed $50,000,000 at any one time outstandingand the Intercreditor Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Clayton Williams Energy Inc /De), Credit Agreement (Clayton Williams Energy Inc /De)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset Property of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Closing Date and set forth on in Schedule 6.026.02 and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien shall not apply to any other property or asset Property of the Company Borrower or any other Subsidiary other than (A) improvements and after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products thereof, and (ii) such Lien shall secure only those obligations which it secures on the date hereof Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Permitted Refinancing Indebtedness in respect thereof;
(ec) any Lien existing on any property or asset Property prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset Property of any Person that becomes a Subsidiary after the date hereof Closing Date 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets Property of the Company Borrower or any other Subsidiary (other than the proceeds or products of the Property covered by such Lien and other than improvements and accessions to after-acquired property that is affixed or incorporated into the assets to which it originally applies and proceeds of Property covered by such assets, improvements and accessions Lien) 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 extensionsPermitted Refinancing Indebtedness in respect thereof;
(i) Liens on fixed or capital assets acquired, renewals and replacements thereof constructed, repaired, replaced or improved by the Borrower or any Subsidiary; provided that do not increase (i) such security interests secure Indebtedness incurred to fund the outstanding acquisition of such assets in an aggregate principal amount not to exceed the greater of $400,000,000 and 1.05% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or any Permitted Refinancing Indebtedness in respect of the foregoing)), (ii) such security interests and the Indebtedness 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, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other Property of the Borrower or any Subsidiary, except for accessions to such fixed or capital assets covered by such Lien, Property financed by such Indebtedness and the proceeds and products thereof; 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;
(e) rights of setoff and similar arrangements and Liens in favor of depository and securities intermediaries to secure obligations owed in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and fees and similar amounts related to bank accounts or securities accounts (including Liens securing letters of credit, bank guarantees or similar instruments supporting any of the foregoing);
(f) Liens in favor of any Governmental Authority on Receivables and Permitted Receivables Facility Assets securing Indebtedness arising under Permitted Receivables Facilities; provided that a Lien shall be permitted to secure obligations be incurred pursuant to this clause (f) only if at the provisions time such Lien is incurred the aggregate principal amount of any contract or lawthe obligations secured at such time (including such Lien) by Liens outstanding pursuant to this clause (f) would not exceed (x) $750,000,000, in the case of all Domestic Subsidiaries and (y) $750,000,000, in the case of all other Subsidiaries;
(g) Liens (i) on “xxxxxxx money” or similar deposits or other cash advances in connection with acquisitions permitted by Section 6.05 or (ii) consisting of an agreement to dispose of any Property in a disposition permitted under this Agreement including customary rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests and restrictions contained in Rocky Mountain Metal Container LLCsuch agreements;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantoron cash, cash equivalents or other assets securing Indebtedness permitted by Section 6.01(g);
(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 Borrower or any Subsidiary or (ii) secure any Indebtedness;
(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure obligations payment of customs duties in connection with the importation of 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 and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, including Liens encumbering reasonable customary initial deposits and margin deposits;
(l) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by a Loan Party or any Subsidiary in the ordinary course of business;
(m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.05;
(n) rights of setoff relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business;
(o) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by the Borrower or any Subsidiary;
(p) Liens on equipment owned by the Borrower or any Subsidiary and located on the premises of any supplier and used in the ordinary course of business and not securing Indebtedness;
(q) any restriction or encumbrance with respect to the Company pledge or transfer of the Equity Interests of a joint venture;
(r) Liens not otherwise permitted by this Section 6.02, provided that a Lien shall be permitted to be incurred pursuant to this clause (r) only if at the time such Lien is incurred the aggregate principal amount of Indebtedness secured at such time (including such Lien) by Liens outstanding pursuant to this clause (r) (when taken together, without duplication, with the amount of obligations outstanding pursuant to Section 6.01(o)) would not exceed the greater of (x) $2,750,000,000 and (y) 15% of Consolidated Net Tangible Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or any Permitted Refinancing Indebtedness in respect of the foregoing);
(s) Liens on any Property of the Borrower or any Subsidiary in favor of the Borrower or any other Subsidiary;
(t) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(u) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Borrower and its Subsidiaries in the ordinary course of business;
(v) Liens, pledges or deposits made in the ordinary course of business to secure liability to insurance carriers;
(w) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unpaid insurance premiums under the insurance policy related to such insurance premium financing arrangement;
(x) Liens on Cash Equivalents deposited as Cash Collateral on Letters of Credit as contemplated by this Agreement;
(y) Liens on any Property of any Subsidiary that is not a Loan Party securing Indebtedness of such Subsidiary that is otherwise permitted under Section 6.01; and
(jz) other Liens not specifically listed above securing obligations on equity interests of any Person formed for the purposes of engaging in activities in the renewable energy sector (other than Indebtednessincluding refined coal) not that qualify for federal tax benefits allocable to exceed $50,000,000 at the Borrower and its Subsidiaries in which the Borrower or any one time outstandingSubsidiary has made an investment and Liens on the rights of the Borrower and its Subsidiaries under any agreement relating to any such investment.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Viatris Inc), Revolving Credit Agreement (Viatris Inc)
Liens. The Company No Borrower will, nor will not, and will not it permit any Subsidiary of its subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens pursuant to any Loan Document;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Parent or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Parent or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Parent or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Parent or any Subsidiary (other than improvements the proceeds or products thereof and accessions after-acquired property subjected to a Lien pursuant to terms existing at the assets time of such acquisition, it being understood that such requirement shall not be permitted to apply to any property to which it originally applies and proceeds of such assets, improvements and accessions requirement would not have applied but for such acquisition) 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 bebe and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Parent or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Parent or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(f) Liens in favor of any Governmental Authority to secure obligations securing Indebtedness outstanding pursuant to the provisions of any contract Section 6.01(l) or lawother obligations not exceeding $2,000,000 in aggregate principal amount;
(g) rights any Lien arising under the general terms and conditions of first refusal banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom any German Subsidiary maintains a banking relationship in the ordinary course of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;business; and
(h) Liens any Lien arising under any retention of title or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to secure obligations a German Subsidiary in the ordinary course of trading and on the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company supplier’s standard or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingusual terms.
Appears in 2 contracts
Samples: Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.)
Liens. The Company (a) Holdings will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(ai) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(bii) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(diii) any Lien existing on the Closing Date and set forth on Schedule 6.02 on any property or asset of the Company Holdings or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02Subsidiary; provided that (iA) such Lien shall not apply to any other property or asset of the Company Holdings or any Subsidiary and (iiB) such Lien shall secure only those obligations which it secures on the date hereof Closing Date and extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof;
(eiv) any Lien existing on any property or asset prior to the acquisition thereof by the Company Holdings or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Closing Date prior to the time such Person becomes a Subsidiary; provided that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Company Holdings or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iiiC) 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, be and extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an amount not in excess of fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof;
(fv) Liens in favor on fixed or capital assets acquired, constructed or improved by Holdings or any Subsidiary; provided that (A) such Liens secure Indebtedness permitted by clause (v) of Section 6.01(a), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (D) such Liens shall not apply to any Governmental Authority to secure obligations pursuant to the provisions other property or assets of Holdings or any contract or lawSubsidiary;
(gvi) rights Liens granted in the ordinary course of first refusal business on the unearned portion of insurance premiums securing the Company's joint venture partner with respect financing of insurance premiums to the Company's Equity Interests in Rocky Mountain Metal Container LLCextent the financing is permitted under the definition of Permitted Indebtedness;
(hvii) Liens on cash collateral and deposit accounts maintained by the lienholder as depository bank to secure obligations of the Company Indebtedness incurred pursuant to any Subsidiary GuarantorSection 6.01(a)(vii);
(viii) Liens on the Collateral securing Indebtedness incurred pursuant to Section 6.01(a)(viii), provided that such Liens are subject at all times to the Intercreditor Agreement;
(ix) (i) Liens to secure not otherwise permitted by this Section 6.02 securing obligations other than Indebtedness and (ii) involuntary Liens not otherwise permitted by this Section 6.02, which in the case of a Subsidiary to the Company clauses (i) and (ii) hereof, are in an aggregate amount not in excess of $20,000,000 at any time outstanding;
(x) Liens solely on any cxxx xxxxxxx money deposits made by Holdings or any other Subsidiaryof its Subsidiaries in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition;
(xi) precautionary UCC-1 financing statement filings that are filed by lessors with respect to operating leases entered into by the Loan Parties in the ordinary course of business; and
(jxii) Liens or rights of setoff against credit balances of the Loan Parties with credit card issuers or credit card processors, or amounts owing by such credit card issuers or credit card processors to the Loan Parties in the ordinary course of business, but not Liens on or rights of setoff against any other Liens not specifically listed above securing property or assets of the Loan Parties, pursuant to applicable credit card agreements to secure the obligations (other than Indebtedness) not of the Loan Parties to exceed $50,000,000 at any one time outstandingsuch credit card issuers or credit card processors as a result of fees and chargebacks.
Appears in 2 contracts
Samples: Credit Agreement (Thryv Holdings, Inc.), Credit Agreement (Thryv Holdings, Inc.)
Liens. The Company will Parent shall not, and will shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of the Parent or any Subsidiary, whether now owned or held or hereafter acquired by itacquired, or assign or sell any income or revenues other than the following Liens (including accounts receivable) or rights in respect of any thereof, except:“Permitted Liens”):
(a) Liens securing for taxes, assessments and other governmental charges the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which adequate reserves or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c)appropriate provision, (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01if any, as shall be required by Applicable GAAP shall have been made;
(b) Permitted Encumbrancesstatutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other appropriate provision, if any, as shall be required by Applicable GAAP shall have been made;
(c) Liens incurred or deposits made in the ordinary course of business in connection with Hedging Agreementsworkers’ compensation, the aggregate principal amount unemployment insurance and other types of the obligations under which does not exceed $250,000,000social security;
(d) any Lien on any property attachment or asset of judgment Lien, unless the Company judgment it secures shall not, within sixty (60) days after the entry thereof, have been discharged or any Subsidiary existing on the date hereof (execution thereof stayed pending appeal, or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to have been discharged within sixty (60) days after the expiration of any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofstay;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person Liens that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (iare described in Schedule 8.02(e) 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 Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 thereofattached hereto;
(f) Liens any Lien on property acquired by the Parent after the date hereof that was existing on the date of acquisition of such property; provided that such Lien was not incurred in favor anticipation of such acquisition, and any Lien created to secure all or any part of the purchase price, or to secure Debt incurred or assumed to pay all or any part of the purchase price, of property acquired by the Parent or any of its Subsidiaries after the date hereof; provided, further, that (A) any such Lien permitted pursuant to this clause (f) shall be confined solely to the item or items of property so acquired (including, in the case of any Governmental Authority to secure obligations pursuant to Acquisition of a corporation through the provisions acquisition of 51% or more of the voting stock of such corporation, the stock and assets of any contract Acquired Subsidiary or lawAcquiring Subsidiary) and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to, or is acquired for specific use with, such acquired property; and (B) if applicable, any such Lien shall be created within nine (9) months after, in the case of property, its acquisition, or, in the case of improvements, their completion;
(g) rights any Lien renewing, extending or refunding any Lien permitted by clause (f) above; provided that the principal amount of first refusal of Debt secured by such Lien immediately prior thereto is not increased or the Company's joint venture partner with respect maturity thereof reduced and such Lien is not extended to the Company's Equity Interests in Rocky Mountain Metal Container LLCother property;
(h) any Liens to secure obligations created on shares of Capital Stock of the Company to Parent or any of its Subsidiaries solely as a result of the deposit or transfer of such shares into a trust or a special purpose vehicle (including any entity with legal personality) of which such shares constitute the sole assets; provided that (A) any shares of Subsidiary stock held in such trust, corporation or entity could be sold by the Parent; and (B) proceeds from the deposit or transfer of such shares into such trust, corporation or entity and from any transfer of or distributions in respect of the Parent’s or any Subsidiary’s interest in such trust, corporation or entity are applied as provided under Section 8.04; and provided, further, that such Liens may not secure Debt of the Parent or any Subsidiary Guarantor(unless permitted under another clause of this Section 8.02);
(i) any Liens to secure on securities securing repurchase obligations in respect of a Subsidiary such securities;
(j) any Liens in respect of any Qualified Receivables Transaction;
(k) in addition to the Company or any other SubsidiaryLiens permitted by the foregoing clauses (a) through (j), Liens securing Debt of the Parent and its Subsidiaries (taken as a whole) not in excess of 5% of the Adjusted Consolidated Net Tangible Assets of the Parent and its Subsidiaries; and
(jl) other any Liens not specifically listed above securing obligations on “margin stock” purchased with the proceeds of the Loans within the meaning of Regulation U, if and to the extent the value of all “margin stock” of the Parent and its Subsidiaries exceeds 25% of the value of the total assets of the Parent and its Subsidiaries; unless, in each case, the Parent has made or caused to be made effective provision whereby the Obligations hereunder are secured equally and ratably with, or prior to, the Debt secured by such Liens (other than IndebtednessPermitted Liens) not to exceed $50,000,000 at any one time outstandingfor so long as such Debt is so secured.
Appears in 2 contracts
Samples: Senior Unsecured Maturity Loan Agreement (Cemex Sab De Cv), Senior Unsecured Maturity Loan Agreement (Cemex Sab De Cv)
Liens. The Company It will not, and nor will not permit any Subsidiary of its Significant Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(bi) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(dii) any Lien on any property or asset of the Company Borrower or any Subsidiary of its Significant Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02II; provided that (ix) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary of its Significant Subsidiaries and (iiy) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(eiii) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary of its Significant Subsidiaries or existing on any property or asset of any Person that becomes a Significant Subsidiary after the date hereof prior to the time such Person becomes a Significant Subsidiary; provided that (ix) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Significant Subsidiary, as the case may be, (iiy) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions its Significant Subsidiaries and (iiiz) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Significant Subsidiary, as the case may be, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fiv) Liens any Lien on any property or asset of the Borrower or any of its Significant Subsidiaries arising in connection with a Permitted Transaction;
(v) any Lien (x) in favor of the Administrative Agent for the benefit of the Issuing Lenders and the Lenders on any Governmental Authority to secure obligations Cash Collateral Account created pursuant to Section 2.18(l) or (y) created to cash collateralize any Letter of Credit or otherwise to eliminate the provisions of any contract or law;
(g) rights of first refusal risk of the Company's joint venture partner with respect Issuing Lenders pursuant to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other SubsidiarySection 2.19(c); and
(jvi) other Liens on properties or assets of the Significant Subsidiaries of the Borrower (not specifically listed above otherwise permitted by clauses (i) through (v) above) securing obligations in an aggregate amount not exceeding (other than Indebtednessas to all Significant Subsidiaries of the Borrower) not to exceed $50,000,000 200,000,000 at any one time outstanding.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Legg Mason Inc), 5 Year Revolving Credit Agreement (Legg Mason, Inc.)
Liens. The Company Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Indebtedness secured by any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority any Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any secured by a Lien on any property or asset of the Company Borrower or any Consolidated Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02hereof; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Consolidated Subsidiary and (ii) such Lien shall secure only those obligations the Indebtedness which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(eb) any Indebtedness secured by a Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Consolidated Subsidiary or existing on any property or asset of any Person that becomes a Consolidated Subsidiary after the date hereof prior to the time such Person becomes a Consolidated Subsidiary; provided that (i) such Indebtedness and Lien is are not created in contemplation of or in connection with such acquisition or such Person becoming a Consolidated Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Consolidated Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iii) such Lien shall secure only those obligations the Indebtedness which it secures on the date of such acquisition or the date such Person becomes a Consolidated Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fc) Liens any Indebtedness secured by purchase money security interests in favor property or assets or improvements thereto hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Governmental Authority Consolidated Subsidiary; provided that (i) such security interests and the Indebtedness secured thereby are incurred within 180 days of such acquisition (or construction), (ii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such property or assets or improvements at the time of such acquisition (or construction) and (iii) such security interests do not apply to secure obligations pursuant to any other property or assets of the provisions of Borrower or any contract or lawConsolidated Subsidiary;
(gd) rights of first refusal any capitalized lease obligations secured by Liens; provided that such Liens do not extend to any property of the Company's joint venture partner with respect Borrower or its Consolidated Subsidiaries other than the property subject to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiaryrelevant capital lease; and
(je) other Indebtedness secured by Liens that are not specifically listed above securing obligations otherwise permitted by any of the foregoing provisions of this Section 5.05; provided that, at the time that any such Indebtedness is incurred or that any such Lien is granted (other than Indebtednessand after giving effect thereto), the aggregate outstanding principal amount of all Indebtedness secured by Liens permitted by this paragraph (e) shall not exceed 10% of the consolidated shareholders equity of the Borrower (i) as of September 30, 2002, until the first consolidated financial statements of the Borrower are delivered to exceed $50,000,000 at any one time outstandingthe Agent pursuant to Section 5.01(a) or (b) and, thereafter, (ii) as of the most recent date for which a consolidated balance sheet of the Borrower has been delivered to the Agent pursuant to Section 5.01(a) or (b), determined in accordance with GAAP.
Appears in 2 contracts
Samples: Credit Agreement (Aetna Inc /Pa/), Credit Agreement (Aetna Inc /Pa/)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof hereof;
(b) easements, rights-of-way, minor defects or irregularities in title and other similar encumbrances having no material adverse effect on the use or value of property or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset the conduct of the Company Borrower's business;
(c) unexercised liens for taxes not delinquent or any Subsidiary being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained;
(iid) mechanics, suppliers, materialmen's and similar liens arising in the ordinary course of business which are being contested in good faith by appropriate action so long as the execution of such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofliens has been stayed;
(e) deposits to secure workers' compensation, unemployment insurance, environmental liabilities and other similar items to the extent required by applicable law and not securing indebtedness;
(f) Liens on equipment arising from capital leases;
(g) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests and the Debt secured thereby are incurred prior to secure obligations or within 45 days after such acquisition or the completion of such construction or improvement and (ii) such security interests shall not apply to any other property or assets of the Company to Borrower or any Subsidiary GuarantorSubsidiary;
(i) Liens to on office buildings and research facilities;
(j) Liens which secure obligations of Debt owing by a Subsidiary to the Company Borrower or any other another Subsidiary; and;
(k) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Liens referred to in the foregoing clauses (a), (f), (g), (h), (i) and (j) other ), provided that the principal amount of the Debt secured thereby shall not exceed the principal amount of the Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Liens not specifically listed above securing obligations shall be limited to all or part of substantially the same property which secured the Liens extended, renewed or replaced (other than Indebtedness) not to exceed $50,000,000 at any one time outstanding.plus improvements on such property);
Appears in 2 contracts
Samples: Revolving Credit Agreement (Ashland Inc), 364 Day Revolving Credit Agreement (Ashland Inc)
Liens. The Company will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any of their respective property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, assets except:
(ai) Liens created by the Loan Documents or otherwise securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Secured Obligations;
(bii) Permitted Encumbrances;
(c) Liens in connection with Hedging AgreementsExisting Liens; provided, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset assets of the Company or any Subsidiary of its Subsidiaries except as otherwise permitted under this Section 7.3(C) and (ii) such Lien shall secure only those obligations which it secures on the date hereof Closing Date and extensionsany extension, renewals and replacements modification, renewal or replacement thereof that do does not increase the outstanding principal amount thereof;
(eiii) Customary Permitted Liens;
(iv) purchase money Liens (including the interest of a lessor under a Capitalized Lease) securing Indebtedness in an aggregate principal amount not in excess of $25,000,000 at any Lien existing on one time outstanding; provided that such Liens shall not apply to any property of the Company or asset prior its Subsidiaries other than that purchased or subject to the acquisition thereof such Capitalized Lease, except as otherwise permitted under this Section 7.3(C); provided further that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment by such lender;
(v) Liens with respect to property acquired by the Company or any Subsidiary of its Subsidiaries after the Closing Date or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Closing Date prior to the time such Person becomes a Subsidiary; provided provided, that (ia) 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, (iib) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assetsits Subsidiaries except as otherwise permitted under this Section 7.3(C), improvements and accessions and (iiic) 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, except as otherwise permitted under this Section 7.3(C), and (d) such Liens shall not secure Indebtedness in an aggregate principal amount not in excess of $25,000,000 at any one time outstanding, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fvi) Liens on Receivables and Related Security securing a Permitted Receivables Financing;
(vii) other Liens securing obligations of a type not covered elsewhere in this Section 7.3(C) so long as the obligations secured by the Liens permitted by this Section 7.3(C)(vii) do not exceed $40,000,000 in the aggregate;
(viii) Liens on assets of Subsidiaries solely in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to or any Subsidiary Guarantor;
(i) Liens to secure obligations of other Obligor as secured party and securing Indebtedness owing by a Subsidiary to the Company or any other SubsidiaryObligor; and
(jix) Liens securing Hedging Obligations incurred in the ordinary course of business. In addition, neither the Company nor any of its Subsidiaries shall become a party to any agreement, note, indenture or other instrument, or take any other action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of the Administrative Agent for the benefit of itself and the Holders of Secured Obligations, as collateral for the Secured Obligations, other than:
(a) any agreement, note, indenture or other instrument in connection with purchase money Indebtedness (including Capitalized Leases) for which the related Liens are permitted hereunder to the extent that such prohibition or restraint relates only to the assets or property obtained with the proceeds of such Indebtedness;
(b) the documents evidencing a Permitted Receivables Financing, with respect to the Receivables and Related Security of the Company and/or its Subsidiaries to the extent transferred to an SPV or other Person in connection therewith;
(c) any agreement providing for the disposition of property (so long as such prohibition or restraint relates only to the property to be disposed of);
(d) set forth in any real property lease agreement, licenses and joint venture agreements entered into in the ordinary course of business to the extent that such prohibition or restraint relates only to the property which is the subject of such instrument and could not reasonably be expected to result in a Material Adverse Effect;
(e) so long as such restriction is not, in the good faith judgment of the Company, more restrictive than those required for comparable Indebtedness incurred by comparable entities, any such restriction set forth in any other agreement pursuant to which Indebtedness of the Company or any Subsidiary may be outstanding at any time (and any comparable restrictions in any document governing any Indebtedness incurred to refinance any of the foregoing, so long as such restrictions are, in the good faith judgment of the Company, no more restrictive than those applicable to the Indebtedness being refinanced), but solely to the extent (1) any such restriction relates to the property securing such Indebtedness or (2) such restriction arises in respect of unsecured Indebtedness, provided that such restriction is general in nature and does not specifically listed above securing obligations reference the Secured Obligations as those which shall not be secured by any Lien granted by the Company or its Subsidiaries;
(other than f) set forth in any instrument relating to a Lien permitted under this Agreement, so long as such prohibitions or restraints relate only to the property encumbered by such Lien permitted under this Agreement; and
(g) set forth in any Contractual Obligation with respect to (1) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted hereunder but solely to the extent any negative pledge or restriction relates to the property financed by or the subject of such Indebtedness, (2) not to exceed $50,000,000 at customary provisions restricting subletting or assignment of any one time outstandinglease governing a leasehold interest and (3) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Kaydon Corp), Credit Agreement (Kaydon Corp)
Liens. The Company Except as set forth below (“Permitted Liens”), the Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, exceptprovided that the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (y) customary provisions in leases and other contracts restricting the assignment thereof:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary except as set forth in Schedule 6.2 and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.1(f), (ii) such security interests and the Indebtedness secured thereby are in connection with such acquisition, construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;
(e) any interest of any collection agency in accounts receivable assigned to it by the Borrower or any Subsidiary in the ordinary course of business for the purpose of facilitating the collection of such accounts receivable;
(f) Liens in favor on any property or asset of Foreign Subsidiaries to secure Indebtedness permitted pursuant to Section 6.1(j), provided that such Lien shall not apply to any other property or asset of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;Loan Party; and
(g) rights of first refusal Liens on any property or asset of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to Borrower or any Subsidiary Guarantor;
(i) Liens to secure securing liabilities or other obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 1,000,000 in the aggregate amount outstanding at any one time outstandingtime; provided that such Liens do not materially interfere with the ordinary conduct of the business of the Borrower and its Material Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Simpson Manufacturing Co Inc /Ca/), Credit Agreement (Simpson Manufacturing Co Inc /Ca/)
Liens. The Company It will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(eb) any Lien existing on any property or asset prior to the acquisition thereof by the Company MLP or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company MLP or any Restricted Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 Restricted Subsidiary, as the case may be;
(c) Liens on fixed or capital assets acquired, constructed or improved by the MLP or any Restricted Subsidiary; provided, that (i) such security interests secures Indebtedness permitted by clause (f) of Section 6.01, (ii) such security interests and extensionsthe Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, renewals (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and replacements thereof (iv) such security interests shall not apply to any other property or assets of the MLP or any Restricted Subsidiary;
(d) Liens securing Indebtedness permitted by Section 6.01(f);
(e) other Liens securing Indebtedness in an amount that do does not increase the outstanding principal amount thereof;at any time exceed 10% of Consolidated Net Worth; and
(f) Liens in favor extensions, renewals, modifications or replacements of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner Liens and other matters referred to in clauses (a) through (e) of this Section, provided, that such Lien is otherwise permitted by the terms hereof and, with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
securing Indebtedness, no extension or renewal Lien shall (i) Liens secure more than the amount of the Indebtedness or other obligations secured by the Lien being so extended or renewed or (ii) extend to secure obligations of a Subsidiary any property or assets not subject to the Company Lien being so extended or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingrenewed.
Appears in 2 contracts
Samples: Letter of Credit Agreement (NuStar Energy L.P.), Letter of Credit Agreement (NuStar Energy L.P.)
Liens. The Company will notWithout limiting Tenant’s right to conduct any Work (including, without limitation, any TO Separation Work and/or other Alterations) in accordance with (and will subject to) the express provisions of this Lease, Tenant shall not permit (and shall have no power to) commit any Subsidiary toact or enter into any agreement that may create or be the foundation for any lien, createmortgage or other encumbrance upon Landlord’s right, incurtitle and interest in and to any Demised Premises or Property, assume or permit to exist any Lien on any property upon or asset in the Leased Improvements or other buildings or improvements now owned or hereafter acquired by itlocated thereon, it being agreed that if Tenant performs (or causes to be performed) any Work or makes (or causes to be made) any Alterations or repairs with respect to any Demised Premises, or assign causes any material to be furnished or sell labor to be performed therein or thereon, then in each case neither Landlord nor such Demised Premises, Property or buildings or improvements shall under any income or revenues (including accounts receivable) or rights in respect circumstances be liable for the payment of any thereof, except:
(a) Liens securing cost or deemed to exist expense thereof or incurred in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) therewith. Without limiting the requirement for Landlord’s consent thereto to the extent such Priority Indebtedness consent is permitted required under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens the applicable provisions of this Lease, all such repairs, Alterations and other Work shall be made, and all such materials and labor shall be furnished and performed, at Tenant’s sole cost and expense and Tenant shall be solely and wholly responsible to all applicable contractors, laborers and materialmen furnishing, making and/or performing the same, all of which contractors, laborers and materialmen are hereby charged with notice that they must look solely and wholly to Tenant and Tenant’s interest in connection with Hedging Agreements, the aggregate principal amount Demised Premises to secure the payment of any bills for any of the obligations foregoing. In addition to all other rights and remedies of Landlord under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 bethis Lease, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant subject to the provisions of Section 4.2, in the event that any contract mechanic’s or law;
materialman’s lien shall be filed against all or any portion of any Demised Premises or Tenant’s interest therein or (gto the extent the same results from any Tenant’s Acts) rights any other portion of first refusal any Property or any Common Areas or any Shopping Center with respect thereto, then in each case, except to the extent the same results from any act or wrongful failure to act of Landlord or any Landlord Indemnified Party, Tenant shall promptly discharge such lien, whether by payment of the Company's joint venture partner with respect to the Company's Equity Interests indebtedness due, by filing a bond (as provided by statute) or by providing a surety bond, in Rocky Mountain Metal Container LLC;
each case, for one hundred ten percent (h110%) Liens to secure obligations of the Company amount of such lien as security therefor (each such action, a “Bond”). In the event that Tenant shall fail to Bond any Subsidiary Guarantor;
such lien, Landlord may, but shall not be obligated to, in addition to all other rights and remedies of Landlord under this Lease, at law or in equity, Bond such lien on Tenant’s behalf and Tenant shall thereafter immediately pay to Landlord, as Additional Rent, all Costs and Expenses incurred by Landlord in connection therewith (itogether with interest thereon (or on the portion not theretofore reimbursed, as applicable) Liens to secure obligations of a Subsidiary to at the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingDefault Rate until paid by Tenant in full).
Appears in 2 contracts
Samples: Retail Master Lease (Copper Property CTL Pass Through Trust), Retail Master Lease (J C Penney Co Inc)
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Principal Property now owned or hereafter acquired by it, it to secure Indebtedness of the Company or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofSubsidiary, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02hereof; provided that (i) such Lien shall not apply to cover any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement);
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to cover any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 thereofthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement);
(fd) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract on fixed or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and (ii) such Liens shall not cover any other Subsidiaryproperty or assets of the Company or any Subsidiary or secure any Indebtedness other than the Indebtedness incurred to finance the acquisition, construction or improvement of such fixed or capital assets, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement); and
(je) other Liens not specifically listed above securing obligations otherwise permitted hereunder; provided that, at the time of the creation, incurrence or assumption of any Indebtedness secured by any Lien and after giving effect thereto, the sum (other than Indebtednesswithout duplication) of (A) the aggregate outstanding principal amount of Indebtedness created, incurred or assumed pursuant to Section 6.02(b)(viii) and (B) the aggregate outstanding principal amount of Indebtedness secured by Liens permitted under this clause (e), does not exceed an amount equal to exceed the greater of $50,000,000 65,000,000 and 10% of Tangible Net Worth at any one time outstandingsuch time.
Appears in 2 contracts
Liens. The Company Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset of its Properties (now owned or hereafter acquired by itacquired), unless in connection with the granting of such Lien, the Indebtedness is secured equally and ratably (or assign or sell any income or revenues (including accounts receivableprior to) or rights in respect of any thereof, exceptsuch Liens other than:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Excepted Liens;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset Property of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.029.03; provided that (i) such Lien shall not apply to any other property or asset Property of the Company Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset Property prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset Property of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, and (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 Restricted Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fd) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Debt permitted by this Agreement, (ii) such security interests and the Debt secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, (iv) the aggregate amount of all Debt that is secured by Liens granted in favor reliance on this clause (d) shall not exceed $400,000,000 at any time outstanding, and (v) such security interests shall not apply to any other property or assets of the Borrower or any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawSubsidiary;
(ge) rights of first refusal Liens securing other Debt of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company Borrower or any other Subsidiary; and
Restricted Subsidiary the aggregate principal amount of which does not exceed fifteen percent (j15%) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 of Consolidated Net Tangible Assets in the aggregate at any one time outstanding;
(f) Liens on cash deposits securing obligations under Swap Agreements, not to exceed $20,000,000 in the aggregate at any time in effect; and
(g) Liens in respect of Limited Recourse Stock Pledges.
Appears in 2 contracts
Samples: Credit Agreement (Cabot Oil & Gas Corp), Credit Agreement (Cabot Oil & Gas Corp)
Liens. The Company Holdings and the Issuer will not, and will not permit any Subsidiary of their respective Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on any of its assets or property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofacquired, except:
(a) Liens (i) securing the Obligations and (ii) Liens securing Obligations (as defined in the Term Loan Agreement) under the Term Loan Agreement and the other Term Loan Documents and any Permitted Refinancing thereof; provided that in the case of Liens securing Indebtedness under the Term Loan Agreement or deemed to exist in connection with Priority Indebtedness any Permitted Refinancing thereof, the Term Loan Agent (other than Indebtedness referred to in paragraphs (c), (dor administrative agent or collateral agent for any Permitted Refinancing thereof) and the Administrative Agent shall have entered into (ex) of Section 6.01the Intercreditor Agreement or (y) to if the extent Term Loan Agreement or any such Priority Indebtedness is permitted under Section 6.01Permitted Refinancing thereof matures on or after May 15, 2021, a Market Intercreditor Agreement;
(b) Permitted EncumbrancesEncumbrances and licenses permitted under this Agreement;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Issuer or any Subsidiary of its Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.027.2; provided that (i) such Lien Liens shall not apply to any other property or asset of the Company Holdings or any Subsidiary and Subsidiary;
(d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien shall secure attaches to such asset concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other asset other than accessions to such asset and reasonable extensions of such asset (and provided that such obligations owed to a single lender may be cross-collateralized), and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(e) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Issuer, (y) existing on any asset of any Person at the time such Person is merged with or into the Issuer or any of its Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Issuer or any of its Subsidiaries; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of Subsidiary 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 Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition merger or the date of such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofacquisition;
(f) Liens in favor on assets of any Governmental Authority Insurance Subsidiary securing obligations under transactions entered into in connection with Investments permitted by the terms hereof in an aggregate amount not to secure obligations pursuant to the provisions of exceed, at any contract or lawtime, $5,000,000;
(g) rights Liens consisting of first refusal deposit of cash or other assets of an Insurance Subsidiary and the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCSubsidiaries of an Insurance Subsidiary as required by Governmental Authorities;
(h) Liens securing the Xxxx Xxxx Debt so long as such Liens are governed by and subject to secure obligations of the Company to any Subsidiary GuarantorXxxx Xxxx Debt Documents;
(i) Liens securing other obligations in an aggregate amount not to secure obligations of a Subsidiary to the Company or exceed $2,000,000 at any other Subsidiarytime outstanding; and
(j) other Liens Extensions, renewals, or replacements of any Lien referred to in subsections (b) through (h) of this Section; provided that the principal amount of the Indebtedness secured thereby is not specifically listed above securing obligations (other than Indebtedness) not increased and that any such extension, renewal or replacement is limited to exceed $50,000,000 at any one time outstandingthe assets originally encumbered thereby.
Appears in 2 contracts
Samples: Note Purchase Agreement (Root, Inc.), Note Purchase Agreement (Root Stockholdings, Inc.)
Liens. The Company will not, and will Borrower shall not permit any Subsidiary (nor shall it allow Mortgage Borrower to, ) create, incur, assume or permit to exist any Lien on any property direct or asset now owned indirect interest in Borrower or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect portion of any thereofCollateral, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to except for the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens . After prior notice to Agent, Borrower, at its own expense, may, and may cause Mortgage Borrower to, contest by appropriate legal proceeding, conducted in connection good faith and with Hedging Agreementsdue diligence, the aggregate principal amount or validity of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; Liens, provided that (i) such Lien shall not apply to any other property or asset no Event of the Company or any Subsidiary Default has occurred and remains uncured; (ii) such Lien proceeding shall secure only those obligations which it secures on be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the date hereof and extensionsapplicable Property nor Collateral nor any part thereof or interest therein will be in imminent danger of being sold, renewals and replacements forfeited, terminated, canceled or lost; (iv) Borrower or Mortgage Borrower shall promptly upon final determination thereof that do not increase pay the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes such Liens, together with all costs, interest and penalties which may be payable in connection therewith; (v) to insure the payment of such Liens, Borrower shall deliver to Agent either (A) cash, or other security as may be reasonably acceptable to Agent, in an amount not to exceed one hundred ten percent (110%) of the contested amount or (B) a Subsidiary after payment and performance bond in an amount equal to one hundred percent (100%) of the date hereof prior contested amount from a surety acceptable to the time such Person becomes a Subsidiary; Agent in its reasonable discretion (provided that if Mortgage Lender is requiring such cash or security pursuant to Section 4.3(v) of the Mortgage Loan Agreement, Agent shall not have the right to require any further cash or security so long as the provisions of Section 4.3 of the Mortgage Loan Agreement are complied with), (vi) failure to pay such Liens will not subject Agent to any civil or criminal liability, (vii) such contest shall not affect the ownership, use or occupancy of the applicable Property or Collateral, and (viii) Borrower shall, upon request by Agent, give Agent prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i) through (vii) of this Section 4.3. Agent may pay over any such Lien cash or other security held by Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Agent, the entitlement of such claimant is not created established or the applicable Property (or any part thereof or interest therein) shall be in contemplation imminent danger of being sold, forfeited, terminated, cancelled or in connection with such acquisition lost or such Person becoming a Subsidiary, as the case may be, (ii) such Lien there shall not apply to be any other property or assets imminent danger of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to Mortgage secured by such Property and/or the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations Lien of the Company Collateral relating to such Property being primed by any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingrelated Lien.
Appears in 2 contracts
Samples: First Mezzanine Loan Agreement (Clipper Realty Inc.), Mezzanine Loan Agreement (Clipper Realty Inc.)
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens created pursuant to any Loan Document, including the Secured Obligations;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary (other than proceeds and replacements of such property or assets and additions and accessions thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted under Section 6.01(b);
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary (other than improvements proceeds and replacements of such property or assets and additions and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions thereto) 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, be and extensions, renewals and replacements thereof permitted pursuant to Section 6.01;
(e) Liens on fixed or capital assets acquired, constructed, developed, restored, replaced, maintained or improved by the Borrower or any Subsidiary (including any such assets made the subject of a Finance Lease Obligation); provided that do (i) such security interests secure Indebtedness permitted by clause (f) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not increase exceed the outstanding principal amount thereofcost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary (other than any replacements of such property or assets and additions and accessions thereto and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender and permitted under Section 6.01(f), other equipment financed by such lender and permitted under Section 6.01(f));
(f) Liens in favor arising out of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawsale and leaseback transactions permitted by Section 6.11;
(g) bankers liens, rights of first refusal set-off and similar Liens incurred on deposits made in the ordinary course of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCbusiness;
(h) Liens on deposits pursuant to Swap Agreements to secure obligations of thereunder to the Company to any Subsidiary Guarantorextent such Swap Agreements are permitted hereunder;
(i) Liens leases, subleases, and non-exclusive licenses or sublicenses granted to secure obligations third parties in the ordinary course of a Subsidiary business, and exclusive licenses granted to third parties; provided that the Company or fair market value of all property for which exclusive licenses (other than intercompany exclusive licenses between and/or among Loan Parties) are granted shall not exceed the greater of (x) $9,000,000 and (y) 15% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available, at any other Subsidiary; andtime during the term of this Agreement;
(j) 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;
(k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;
(l) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder;
(m) Liens arising solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(n) [intentionally omitted];
(o) in connection with the sale or transfer of any other assets in a transaction permitted under Section 6.12, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;
(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by Borrower or any Subsidiaries in the ordinary course of business;
(q) Liens in connection with cash collateral and Cash Equivalents securing letters of credit permitted under Section 6.01(r) in an aggregate amount not specifically listed above exceeding 105% of the face amount of such letters of credit;
(r) other Liens; provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (r) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed the greater of (x) $7,500,000 and (y) 15% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available and to the extent such Indebtedness is permitted under Section 6.01(l);
(s) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness or other obligations owed by such Subsidiary to such Loan Party;
(t) Liens of bailees in the ordinary course of business;
(u) Liens securing obligations (other than Indebtednessobligations representing Indebtedness for borrowed money) not to exceed $50,000,000 at any one time outstandingunder operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and its Subsidiaries; and
(v) utility and similar deposits in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Clear Secure, Inc.), Credit Agreement (Clear Secure, Inc.)
Liens. The Company Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofthereof (other than sales of delinquent receivables and sales of receivables in the ordinary course of business (other than Securitization Transactions and factoring transactions) for the purpose of accelerating collection of such receivables), except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01New Facility Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) 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, (iiiii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assetsSubsidiary, improvements and accessions and (iiiiv) 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;
(e) Liens on assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;
(f) Liens in favor on assets of any Governmental Authority to secure obligations pursuant to Foreign Subsidiaries (other than the provisions of any contract or lawEuropean JV and its subsidiaries and Luxembourg Finance) securing Indebtedness incurred under Section 6.01(f);
(g) rights of first refusal of the Company's joint venture partner Liens in connection with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCSecuritization Transactions permitted under Section 6.01(g) and (r);
(h) Liens to secure obligations of the Company to any Subsidiary Guarantorin connection with Sale and Leaseback Transactions permitted by Section 6.03;
(i) Liens to secure on specific items of inventory or other goods (and proceeds thereof) securing obligations in respect of bankers' acceptances issued for the account of the Borrower or a Subsidiary to facilitate the Company purchase, shipment or storage of such items of inventory or other goods;
(j) Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods;
(k) any other Subsidiaryinterest of a lessor in property subject to an operating lease;
(l) Liens referred to in policies of title insurance with respect to Mortgaged Property delivered to the Administrative Agent prior to the Effective Date; and
(jm) other Liens on assets not specifically listed above securing constituting Collateral; provided that the aggregate amount of the Indebtedness and other obligations (other than Indebtedness) not to secured by such Liens shall at no time exceed $50,000,000 at any one time outstanding25,000,000.
Appears in 2 contracts
Samples: Term Loan Agreement (Goodyear Tire & Rubber Co /Oh/), Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens created by the Senior Note Documents as in effect on the date hereof; provided that there shall be no Lien securing any obligations under the Senior Note Documents at any time after the Security Termination Date;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.026.02 (other than Liens created by the Senior Note Documents); provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness incurred to finance such acquisition, construction or improvement, (ii) such security interests and extensionsthe Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, renewals (iii) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and replacements thereof that do (iv) such security interests shall not increase apply to any other property or assets of the outstanding principal amount thereofBorrower or any Subsidiary;
(f) Liens in favor of the Lien created by the Security Agreement; provided that there shall be no Lien securing any Governmental Authority to secure obligations pursuant to Pari Passu Debt at any time after the provisions of any contract or lawSecurity Termination Date;
(g) rights any extensions, renewals or replacements of first refusal any of the Company's joint venture partner Liens permitted by the foregoing clauses (a) through (f) effected in connection with respect any extension, renewal or replacement of the Indebtedness secured thereby; provided that (i) the aggregate principal amount of such Indebtedness is not thereby increased, (ii) such Lien shall not be extended to cover any additional property and (iii) there shall be no Lien securing any extension, renewal or replacement of the Company's Equity Interests in Rocky Mountain Metal Container LLC;Pari Passu Debt or any obligations under the Senior Note Documents at any time after the Security Termination Date; and
(h) other Liens that (whether before or after the Security Termination Date) do not cover any Collateral (as defined in the Security Agreement). Notwithstanding anything contained herein to secure the contrary, the aggregate amount of obligations of the Company to Borrower and its Subsidiaries secured by Liens permitted by any Subsidiary Guarantor;
of clauses (ic), (d), (e), (g) Liens to secure obligations of a Subsidiary (to the Company extent extending, renewing or replacing any other Subsidiary; and
of the Liens permitted by any of clauses (jc), (d) other Liens and (e)) and (h) shall not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 15% of Consolidated Tangible Net Worth at any one time outstandingon or after the Security Termination Date.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Smithfield Foods Inc), 364 Day Credit Agreement (Smithfield Foods Inc)
Liens. The Company It will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(eb) any Lien existing on any property or asset prior to the acquisition thereof by the Company MLP or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company MLP or any Restricted Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 Restricted Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on fixed or capital assets acquired, constructed or improved by the MLP or any Restricted Subsidiary; provided, that (i) such security interests secures Indebtedness permitted by clause (f) Liens in favor of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any Governmental Authority to secure obligations pursuant to other property or assets of the provisions of MLP or any contract or lawRestricted Subsidiary;
(gd) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCLiens securing Indebtedness permitted by Section 6.01(f);
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(je) other Liens securing Indebtedness in an amount that does not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstanding.exceed 10% of Consolidated Net Worth; and
Appears in 2 contracts
Samples: Letter of Credit Agreement, Letter of Credit Agreement (NuStar Energy L.P.)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Transaction Liens;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the any Wireline Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the any Wireline Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (plus the amount of any capitalized interest thereon and any premiums and fees and expenses);
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the any Wireline Company or any Subsidiary or existing on any property or asset of any Person that (i) becomes a Subsidiary after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary or (ii) is a Merged Person prior to the applicable merger (the “Applicable Merger”); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or acquisition, such Person becoming a SubsidiarySubsidiary or the Applicable Merger, as the case may be, (ii) such Lien shall not apply to any other property or assets of the any Wireline Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or acquisition, the date such Person becomes a SubsidiarySubsidiary or the date of the Applicable Merger, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (plus the amount of any capitalized interest thereon and any premiums and fees and expenses);
(e) Liens on fixed or capital assets acquired, constructed, restored or improved by any Wireline Company (including any such assets made the subject of a Capital Lease Obligation); provided that (i) such Liens secure Indebtedness permitted by clause (vii) of Section 6.01(a), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 150 days after such acquisition or the completion of such construction, restoration or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of any Wireline Company;
(f) Liens in favor of any Governmental Authority collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to secure obligations pursuant to the provisions money or instruments of any contract Wireline Company on deposit with or lawin possession of such bank arising in the ordinary course of business;
(g) rights of first refusal Liens in favor of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCBorrower or any Guarantor;
(h) Liens to secure on cash or Cash Equivalents securing (a) obligations of any Wireline Company under Swap Agreements permitted under Section 6.07, or (b) letters of credit that support such obligations under such Swap Agreements; provided that the Company to aggregate principal amount secured by all such Liens shall not at any Subsidiary Guarantortime exceed $35,000,000;
(i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods, in each case entered into in the ordinary course of business;
(j) Liens securing Permitted Refinancing Indebtedness (except as provided in clause (e) of the definition thereof); provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced;
(k) Liens (i) attaching to advances to a seller of any property to be acquired, (ii) consisting of an agreement to dispose of property and (iii) on xxxx xxxxxxx money deposits in connection with Investments permitted under Section 6.04;
(l) Liens on insurance policies and the proceeds thereof granted in the ordinary course to secure obligations the financing of a Subsidiary insurance premiums with respect thereto;
(m) Liens by virtue of statute in favor of any Lender in respect of the Investment of the Loan Parties in non-voting participation certificates of such Lender permitted pursuant to clause (s) of Section 6.04;
(n) Liens not otherwise permitted by this Section to the Company or extent that the aggregate outstanding principal amount of the obligations secured thereby (determined as of the date such Lien is incurred) does not exceed $100,000,000 at any other Subsidiarytime outstanding; and
(jo) other Liens not specifically listed above on the Collateral securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingPermitted Pari Passu Indebtedness permitted under Section 6.01(a)(xviii).
Appears in 2 contracts
Samples: Credit Agreement (Windstream Corp), Credit Agreement (Windstream Corp)
Liens. The Company (a) Neither Holdings nor the Borrower will, nor will not, and will not Holdings or the Borrower permit any Subsidiary of their respective Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(ai) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(bii) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(diii) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Escrow Date and set forth on in Schedule 6.02; provided that (iA) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary (other than assets financed by the same financing source in the ordinary course of business) and (iiB) such Lien shall secure only those obligations which that it secures on the date hereof Escrow Date and extensions, renewals renewals, replacements and replacements refinancings thereof that do not increase so long as the outstanding principal amount of such extensions, renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(a)(iii) as Refinancing Indebtedness in respect thereof;
(eiv) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the date hereof Escrow Date prior to the time such Person becomes a SubsidiaryRestricted Subsidiary (or is so merged or consolidated); provided that (iA) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may beRestricted Subsidiary (or such merger or consolidation), (iiB) such Lien shall not apply to any other property asset of Holdings, the Borrower or any Restricted Subsidiary (other than (x) assets financed by the same financing source in the ordinary course of business and (y) in the case of any such merger or consolidation, the assets of the Company or any special purpose merger Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions that is a party thereto) and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a SubsidiaryRestricted Subsidiary (or is so merged or consolidated) and extensions, renewals, replacements and refinancings thereof so long as the case may be, and principal amount of such extensions, renewals and replacements thereof that do does not increase exceed the outstanding principal amount of the obligations being extended, renewed or replaced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(a)(vii) as Refinancing Indebtedness in respect thereof;
(fv) Liens on fixed or capital assets acquired, constructed, repaired, replaced or improved (including any such assets made the subject of a Capital Lease Obligation incurred) by the Borrower or any Restricted Subsidiary; provided that (A) such Liens secure Indebtedness incurred to finance such acquisition, construction, repair, replacement or improvement and permitted by clause (vi)(A) of Section 6.01(a) or any Refinancing Indebtedness in favor respect thereof permitted by clause (vi)(B) of Section 6.01(a), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement or improvement (provided that this clause (B) shall not apply to any Governmental Authority Refinancing Indebtedness permitted by clause (vi)(B) of Section 6.01(a) or any Lien securing such Refinancing Indebtedness), (C) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing, repairing, replacing or improving such fixed or capital asset and in any event, the aggregate principal amount of such Indebtedness does not exceed the amount permitted under the second proviso of Section 6.01(a)(vi) at any time outstanding and (D) such Liens shall not apply to secure obligations pursuant to any other property or assets of the provisions Borrower or any Restricted Subsidiary (except assets financed by the same financing source in the ordinary course of any contract or lawbusiness);
(gvi) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;
(vii) in the case of first refusal of (A) any Restricted Subsidiary that is not a wholly owned Subsidiary or (B) the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCany Person that is not a Restricted Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Restricted Subsidiary or such other Person set forth in the organizational documents of such Restricted Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement;
(hviii) Liens to secure obligations solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any Restricted Subsidiary in connection with any letter of the Company to any Subsidiary Guarantorintent or purchase agreement for an acquisition or other transaction permitted hereunder;
(iix) Liens on Collateral securing any Permitted Second Priority Refinancing Debt or Alternative Incremental Facility Debt; provided that such Liens are subject to secure obligations of customary intercreditor arrangements reasonably satisfactory to the Administrative Agent;
(x) Liens granted by a Subsidiary that is not a Loan Party in respect of Indebtedness permitted to the Company or any other Subsidiarybe incurred by such Subsidiary under Section 6.01; and
(jxi) other Liens not specifically listed above securing otherwise permitted by this Section to the extent that the aggregate outstanding principal amount of the obligations secured thereby, at the time of incurrence thereof, does not exceed the greater of (other than IndebtednessA) not to exceed $50,000,000 at any one time outstandingand (B) 2.5% of Consolidated Total Assets as of the fiscal year most recently ended prior to the making of such investments.
Appears in 2 contracts
Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any other Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien secures Indebtedness permitted by Section 7.01(e), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (iiiii) such Lien shall not apply to any other property or assets of the Company Borrower or any other Restricted Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(jd) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens, secure Indebtedness permitted by Section 7.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any other Restricted Subsidiaries; and
(e) Liens not specifically listed above securing obligations Indebtedness permitted by clause (other than Indebtednessh) not to exceed $50,000,000 at any one time outstandingof Section 7.01.
Appears in 2 contracts
Samples: Senior Unsecured Term Credit Agreement (Exco Resources Inc), Senior Unsecured Term Credit Agreement (Exco Resources Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.026.02 to the Disclosure Letter; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any 73 67 Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(fd) Liens in favor securing Indebtedness permitted by Section 6.01(e); provided that the fair market value of any Governmental Authority the property and assets subject to secure obligations pursuant to such Liens does not exceed the provisions principal amount of any contract or lawsuch Indebtedness by more than 25%;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(he) Liens to secure obligations of on any Margin Stock held by the Company to Borrower or any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company extent that such Margin Stock would otherwise comprise 25% or any other Subsidiarymore of the property and assets subject to this Section 6.02; and
(jf) any Lien renewing, extending or refunding any Lien permitted by Section 6.02(b), provided that the principal amount secured is not increased and the Lien is not extended to other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingproperty.
Appears in 1 contract
Samples: Credit Agreement (Gartner Group Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, exceptor file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, or agree to do any of the foregoing, other than the following:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.026.03; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) Liens securing Indebtedness permitted by clause (iv) of Section 6.02(a), provided, that, (i) any such Lien existing on any shall attach to the property acquired with such Indebtedness concurrently with or asset prior to within 90 days after the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition Borrower or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall the Indebtedness secured thereby does not apply to any other property or assets exceed the lesser of (x) the fair market value of the Company or any Subsidiary other than improvements property acquired with such Indebtedness at the time of such acquisition, and accessions (y) the cost thereof to the assets to which it originally applies and proceeds of Borrower or such assetsSubsidiary, improvements and accessions and (iii) such Lien shall secure only those obligations which it secures on not encumber any other property (other than the date of proceeds of, or accessions to 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;
(facquired property) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company Borrower or any other Subsidiary; and
(je) other Liens not specifically listed above securing obligations the Indebtedness under the Subordinated Note Documents (other than Indebtednessthe Equity Documents (as defined in the Securities Purchase Agreement) not and any Put Notes) provided that (i) such Liens are junior and subordinate in priority to exceed $50,000,000 at any one time outstandingthe Liens created under the Loan Documents, and (ii) the Intercreditor Agreement is in effect.
Appears in 1 contract
Samples: Credit Agreement (T Netix Inc)
Liens. The Company Borrower will not, and will not permit any Material Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Material Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Material Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof (or the date such Schedule is supplemented) and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Material Subsidiary or existing on any property or asset of any Person that becomes a Material Subsidiary after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary of the Borrower; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiarySubsidiary of the Borrower, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Material Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 SubsidiarySubsidiary of the Borrower, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Material Subsidiary; provided that (i) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security interests shall not apply to any other property or assets of the Borrower or any Material Subsidiary;
(e) any Lien on margin stock within the meaning of Regulation U of the Board;
(f) Liens in favor securing repayment of any Governmental Authority to secure obligations pursuant funds advanced to the provisions Borrower and its Material Subsidiaries under custody agreements, securities lending arrangements, securities clearing agreements and similar arrangements entered into in the ordinary course of any contract or lawbusiness;
(g) rights Liens in connection with any repurchase agreement, buy/sell agreement or similar agreement or instrument on assets or property transferred by the Borrower or any of first refusal its Material Subsidiaries thereunder, securing the obligation of the Company's joint venture partner with respect Borrower or such Material Subsidiary to the Company's Equity Interests in Rocky Mountain Metal Container LLCrepurchase or buy such assets or property as well as its other obligations under such repurchase agreement, buy/sell agreement or similar agreement or instrument;
(h) Liens to secure obligations arising out of the Company to refinancing, extension, renewal or refunding of any Subsidiary GuarantorIndebtedness secured by any Liens permitted by any of the foregoing clauses of this Section 6.01; provided that such Indebtedness is not increased (other than for accrued interest, premiums, costs and expenses) and is not secured by any additional property or assets;
(i) Liens on the assets or rights being transferred pursuant to and in connection with Asset Securitizations and Liens on the real property and related assets that are the subject of Sale and Leaseback Transactions;
(j) Liens on any real property securing Indebtedness of the Borrower or any Material Subsidiary in respect of which (i) the recourse of the holder of such Indebtedness (whether direct or indirect and whether contingent or otherwise) under the instrument creating the Lien or providing for the Indebtedness secured by the Lien is limited to such real property directly securing such Indebtedness and (ii) such holder may not under the instrument creating the Lien or providing for the Indebtedness secured by the Lien collect by levy of execution or otherwise against assets or property of the Borrower or such Material Subsidiary (other than such real property directly securing such Indebtedness) if the Borrower or such Material Subsidiary fails to pay such Indebtedness when due and such holder obtains a judgment with respect thereto, except for recourse obligations that are customary in “non-recourse” real estate transactions;
(k) Liens in connection with any reinsurance transactions;
(l) Liens in connection with any Swap Agreement;
(m) Liens constituting lock-up arrangements and rights of first refusal in respect of certain Equity Interests entered into in connection with the sale or transfer of such Equity Interests, and restrictions or encumbrances on the sale or transfer of Equity Interests of any joint venture;
(n) Liens arising as a result of the segregation and deposit of certain Equity Interests in connection with automatic securities disposition plans in respect of such Equity Interests;
(o) Liens in favor of the Federal Home Loan Bank Board (the “FHLBB”) to secure obligations of a Subsidiary loans made by the FHLBB to the Company Borrower or any Material Subsidiary in the ordinary course of business;
(p) Liens in connection with any guaranteed investment contracts or funding agreement-backed securities programs;
(q) Liens in connection with obligations incurred directly or indirectly (including for the purpose of funding portfolios that are used to fund trusts in order) to support statutory life insurance reserve requirements commonly referred to as Regulation XXX and AXXX and other similar life insurance reserves;
(r) Liens in connection with obligations incurred to fund discrete customer-related assets or pools of assets (and related hedge instruments and capital) that are at least notionally segregated from other assets and have sufficient cash flow to pay principal and interest thereof, with insignificant risk to other assets of the Borrower and its Subsidiaries being called upon to make such principal and interests payments;
(s) Liens granted in favor of the Parent, the Borrower and/or any of the Borrower’s Subsidiaries on any property or asset now owned or hereafter acquired by the Borrower or any Material Subsidiary, so long as the Indebtedness and obligations secured by such Liens are subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; and
(jt) Liens on assets of the Borrower and its Material Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingexceed an amount equal to the greater of (i) $600,000,000 and (ii) 5% of Consolidated Net Worth (calculated as of the most recently ended fiscal quarter of the Parent and determined at the time such Lien is incurred by reference to the Parent’s financial statements most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)).
Appears in 1 contract
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company any Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company such Borrower or Subsidiary or any other Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company any Borrower or any Subsidiary or existing on any (so long as such property or asset of any Person that becomes a Subsidiary was acquired after the date hereof prior to the time such Person becomes a SubsidiaryEffective Date); 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 beacquisition, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions Loan Party 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;
(e) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of any Borrower or any Subsidiary;
(f) Liens on (i) the Headquarters Real Property and (ii) the building, improvements and other assets located on or at the Headquarters Real Property securing obligations created under the Headquarters Loan Documents, but specifically excluding Liens on personal property that constitute Collateral under this Agreement, including, but not limited to, office equipment, counters, lifts, mechanical equipment or storage tanks, and a crane on craneways, so long as the holder of such Lien referred to in favor of the foregoing (i) and (ii) is subject to a Collateral Access Agreement granting the Administrative Agent access to any Governmental Authority to secure obligations pursuant to Collateral on the provisions of any contract or law;Headquarters Real Property.
(g) rights Liens arising out of first refusal conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company's joint venture partner Loan Parties or the Subsidiaries in the ordinary course of business and in accordance with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;past practices; and
(h) Liens to secure obligations of the Company to any granted by a Subsidiary Guarantor;
(i) Liens to secure obligations that is not a Loan Party in favor of a Subsidiary to the Company Loan Party or any other in respect of Indebtedness owed by such Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstanding.
Appears in 1 contract
Liens. The Company Borrowers will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivableAccounts) or rights in respect of any thereof, exceptexcept as long as no Event of Default exists at the time of creation or incurrence of such Lien or would arise therefrom:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company any Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and other Loan Party set forth on Schedule 6.02; in the Information Certificate, provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary such Person and (ii) such Lien shall secure only those obligations which that it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 beEffective Date, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired by any Loan Party, provided that (i) such Liens secure Indebtedness permitted by Section 6.1(d), (ii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring such fixed or capital assets and (iii) such Liens shall not apply to any other property or assets of the Borrowers or other Loan Party;
(e) Liens to secure Indebtedness permitted by Section 6.1(e) provided that such Liens shall not apply to any property or assets of the Loan Parties other than the Real Estate so financed or which is the subject of a sale--leaseback transaction;
(f) Liens in favor of any Governmental Authority to secure Indebtedness permitted by Section 6.1(q), provided that (i) such Lien shall not apply to any other property or asset of such Person, (ii) such Lien shall not have been incurred in contemplation of, or in connection with, such Permitted Acquisition, (iii) shall secure only those obligations pursuant that it secures as of the date of the Permitted Acquisition, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (iv) shall not apply to the provisions of any contract or lawCollateral;
(g) rights Liens existing on assets prior to the acquisition thereof or prior to the acquisition of first refusal a Person who becomes a Loan Party, in either case which are directly or indirectly acquired in a Permitted Acquisition and which, in the case of an acquisition of a Person that becomes a Loan Party, are set forth in the Information Certificate delivered in connection with such Permitted Acquisition, provided that, in any event, (i) such Liens secure Indebtedness permitted under Section 6.1 hereof or obligations to a lessor under a lease of Real Estate to a Loan Party, (ii) such Liens are not created in contemplation of or in connection with such Permitted Acquisition, (iii) such Liens shall not apply to any other property or assets of a Loan Party, (iv) such Liens shall secure only the Indebtedness or other obligations that such Liens secure on the date of the Company's joint venture partner with respect Permitted Acquisition; and (v) such Liens shall not attach to assets which would be of a type included as Collateral or in the Borrowing Base, except for non--material Liens acceptable to the Company's Equity Interests in Rocky Mountain Metal Container LLCAdministrative Agent;
(h) Liens on Accounts, Inventory and proceeds thereof to secure obligations Indebtedness permitted by Section 6.1(i) in respect of Refinancing Notes, provided that such Liens shall be junior and subordinate to the Liens in favor of the Company Agent and shall be subject at all times to any Subsidiary Guarantor;the terms and conditions of an intercreditor agreement with the Agents in form and substance satisfactory to the Agents; and
(i) Liens on cash and cash equivalents to secure obligations letters of a Subsidiary credit permitted pursuant to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingSection 6.1(q).
Appears in 1 contract
Samples: Credit Agreement (Caleres Inc)
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) created under the Loan Documents and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Blocked Account Agreements;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any asset contained in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base, (ii) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (iiiii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, the obligations thereunder or the property or assets securing such obligations;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may beacquisition, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary Subsidiary, (iii) such Lien (other than improvements and accessions Permitted Encumbrances) shall not apply to any asset contained in the assets to which it originally applies and proceeds of such assetsTranche A Borrowing Base or the Tranche A-1 Borrowing Base, improvements and accessions and (iiiiv) 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 thereofthereof (except to the extent of any reasonable premiums, fees and expenses incurred in connection with any such extensions, renewals and replacements);
(e) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (v) of Section 6.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Subsidiary;
(f) Liens in favor on real properties and improvements thereto (but not inventory or other personal property located therein) owned or leased by the Company or any Subsidiary; provided that such Liens secure Indebtedness permitted by clause (vi) of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawSection 6.01(a);
(g) rights Liens of first refusal sellers of goods to any Loan Party arising under the provisions of Applicable Law similar to Article 2 of the Company's joint venture partner with respect to UCC in the Company's Equity Interests ordinary course of business, covering only goods (other than Inventory and Equipment (as defined in Rocky Mountain Metal Container LLCthe Security Agreement) included in Tranche A Borrowing Base or the Tranche A-1 Borrowing Base), and Liens that secure Indebtedness permitted by clause (vii) of Section 6.01 ;
(h) Liens to secure obligations constituting leasehold interests made by a Loan Party as lessor entered into in the ordinary course of the Company to any Subsidiary Guarantorbusiness;
(i) Liens in favor of Blue Ridge Investments, LLC to secure obligations Indebtedness permitted under Section 6.01(a)(xiii) on the Company’s short-term investment in Columbia Strategic Cash Portfolio, a series of Columbia Qualified Purchaser Funds, LLC, a Subsidiary to the Company or any other SubsidiaryDelaware limited liability company; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not Any right, title and interest of the landlord under any lease pursuant to exceed $50,000,000 at which a Loan Party has a leasehold interest in any one time outstandingproperty or assets and any liens that by operation of law have been placed by such landlord on property over which any Loan Party has any real property interest.
Appears in 1 contract
Samples: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing any Lien created pursuant to this Agreement or deemed to exist in connection with Priority Indebtedness (any other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Loan Document;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset Property of the Company Borrower or any Subsidiary of its Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset Property of the Company Borrower or any other Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset Property prior to the acquisition thereof by the Company Borrower or any Subsidiary of its Subsidiaries or existing on any property or asset Property of any Person that becomes a Subsidiary of the Borrower after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary of the Borrower; provided that (i) such Lien secures Indebtedness permitted by clause (e) of Section 6.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiarySubsidiary of the Borrower, as the case may be, (iiiii) such Lien shall not apply to any other property or assets Property of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions its Subsidiaries and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiarySubsidiary of the Borrower, as the case may be, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) Liens on fixed or capital assets (including office equipment, data processing equipment and motor vehicles) acquired, constructed or improved by the Borrower or any of its Subsidiaries; provided that (i) such Liens, secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other Property of the Borrower or any other Loan Party;
(f) Liens in favor on Property not constituting Collateral for the Secured Obligations and not otherwise permitted by the foregoing clauses of this Section 6.02; provided that the aggregate principal or face amount of all Indebtedness under this Section 6.02(f) shall not exceed the Threshold Amount at any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawtime;
(g) rights any interest or title of first refusal a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the Company's joint venture partner with respect ordinary course of its business and covering only the assets so leased, and any interest of a landowner in the case of easements entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the property subject to the Company's Equity Interests in Rocky Mountain Metal Container LLCeasement;
(h) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to secure obligations or required to be attached to property or assets pursuant to the terms of the Company to any Subsidiary Guarantor;mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or asset otherwise permitted under this Section; and
(i) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased except for increases in an amount equal to secure obligations of a Subsidiary reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to the Company or any other Subsidiary; and
(j) other Liens existing commitments unutilized thereunder, and is not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at secured by any one time outstandingadditional assets.
Appears in 1 contract
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset assets of any kind of the Borrower or any such Subsidiary whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, exceptexcept that the foregoing shall not apply to:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Standard Permitted Lien;
(b) Permitted EncumbrancesLiens in existence on the Closing Date that are listed in Schedule 7.03 hereto and extensions or renewals of such Liens, so long as such Liens being extended or renewed do not extend to any other property or assets other than proceeds and replacements and the aggregate principal amount of Indebtedness secured by such Liens is not increased;
(c) Liens in connection with Hedging Agreements(i) that are placed upon fixed or capital assets, acquired, constructed or improved by the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; Subsidiary, provided that (iA) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and Liens only secure Indebtedness permitted by Section 7.04(c), (iiB) such Lien shall secure only those obligations which it secures on Liens and the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset Indebtedness secured thereby are incurred prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary within 120 days 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 the completion of such Person becoming a Subsidiaryconstruction or improvement, as the case may be, and (iiC) such Lien Liens shall not apply to any other property or assets of the Company Borrower or any Subsidiary Subsidiary; or (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens, provided that the principal amount of such Indebtedness is not increased and such Indebtedness is not secured by any additional assets other than improvements proceeds and accessions replacements;
(d) Liens securing Indebtedness permitted pursuant to Sections 7.04(e) and 7.04(f), provided that (i) such Liens shall not apply to any other property or assets of the assets to which it originally applies and proceeds of such assetsBorrower or any Subsidiary, improvements and accessions and (iiiii) such Lien shall secure only those obligations which it secures on solely with respect to Section 7.04(e), in the date case of such acquisition the Borrower or the date such Person becomes a any Domestic Subsidiary, as such Liens are only placed on fixed or capital assets or other assets that are not current assets;
(e) vendor Liens granted in the case may beordinary course of business in connection with the customary terms for purchase of materials, supplies and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofequipment in European countries;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law[Reserved;]
(g) rights of first refusal any Lien granted to the Administrative Agent or any Lender securing any of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCObligations or any obligations under any Designated Hedge Agreement;
(h) Liens to secure obligations on any property or assets of the Company Borrower or any of its Subsidiaries securing Indebtedness permitted pursuant to any Subsidiary Guarantorsubpart (ii) of the definition of “Permitted Indebtedness”;
(i) Liens (i) on fixed or capital assets and other assets that are not current assets in connection with Indebtedness assumed pursuant to Section 7.04(c); or (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens, provided that, in the case of both (i) and (ii) above, the principal amount of such Indebtedness is not increased and such Indebtedness is not secured by any additional assets of the Borrower or any of its Subsidiaries other than proceeds and replacements;
(j) in addition to any Lien permitted pursuant to any of the foregoing subparts, Liens securing obligations not in excess of the aggregate amount of $30,000,000, not incurred in connection with the borrowing of money;
(k) Liens with respect to any accounts and related rights and assets subject to purchase pursuant to any Permitted Securitization Transaction;
(l) Liens securing Indebtedness under any capital markets or private placement debt agreement (including any agreements with respect to convertible debt securities) or bilateral or syndicated loan agreement; provided that Liens have been or will be substantially simultaneously granted to secure obligations of a Subsidiary the Obligations on an equal and ratable basis pursuant to appropriate security documents, and subject to an intercreditor agreement, in each case, reasonably acceptable to the Company or any other SubsidiaryAdministrative Agent and the Company; and
(jm) other Liens not specifically listed above on assets of Target securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingIndebtedness assumed in connection with the Target Acquisition and permitted under Section 7.04(c).
Appears in 1 contract
Liens. The Company None of the Obligors or any Restricted Subsidiary will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens created by the Security Documents;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Second Amendment Effective Date and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary other than such property or asset to which such Lien applies on the Effective Date and (ii) such Lien shall secure only those obligations which it secures on the Second Amendment Effective Date and extensions, renewals and replacements thereof in accordance with Section 6.01;
(d) Liens on assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (c) or (d) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than the proceeds of, and insurance proceeds related to, such assets;
(e) Liens on assets of any Restricted Subsidiary in existence on the date such Restricted Subsidiary is acquired by the Borrower (but not created in connection with such acquisition) securing Indebtedness permitted under Section 6.01(f); provided that (i) such Lien shall not apply to any property of asset of the Borrower or any other Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 thereofacquisition;
(f) Liens in favor on the assets of any Governmental Authority to secure obligations pursuant to the provisions Restricted Subsidiary that is a Foreign Subsidiary securing Indebtedness of any contract or law;such Restricted Subsidiary permitted under Section 6.01(j); and
(g) rights of first refusal Liens on cash securing obligations of the Company's joint venture partner Borrower or any Restricted Subsidiary to providers of vault services with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingsuch cash.
Appears in 1 contract
Samples: Credit Agreement (Cardtronics Inc)
Liens. The Company Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Closing Date and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Refinancing Indebtedness in respect thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof Closing Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Restricted Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 Restricted Subsidiary, as the case may be, and extensionsany Refinancing Indebtedness in respect thereof;
(d) Liens securing Indebtedness of the Borrower or any Restricted Subsidiary (including Capital Lease Obligations) incurred to finance the acquisition of fixed or capital assets, renewals provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, and replacements thereof that (ii) such Liens do not increase at any time encumber any of its existing property other than the outstanding principal amount thereofproperty financed by such Indebtedness; 509265-1754-14343-Active.16873744.13 49
(e) deposits, reserves and other Liens securing credit card operations of the Borrower and its Restricted Subsidiaries;
(f) Liens in favor securing the Obligations and Liens securing the obligations of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawSubsidiary Guarantors under the Amended and Restated Subsidiary Guarantee;
(g) rights of first refusal of Liens securing Indebtedness permitted pursuant to Section 6.01(b), so long as, in each case, the Company's joint venture partner Obligations are secured equally and ratably with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC(or better than) such Liens;
(h) Liens securing Indebtedness permitted pursuant to secure obligations of the Company to any Subsidiary Guarantor;Section 6.01(e); and
(i) Liens securing Guarantees permitted pursuant to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(jSection 6.01(f) other than Guarantees of Indebtedness permitted pursuant to Section 6.01(d), provided that, with respect to any such Liens not specifically listed above securing obligations Guarantees of Indebtedness permitted pursuant to Section 6.01(b), the Obligations are secured equally and ratably with (other than Indebtednessor better than) not to exceed $50,000,000 at any one time outstandingsuch Liens.
Appears in 1 contract
Samples: Credit Agreement (QVC Inc)
Liens. The Company Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed created pursuant to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Loan Document;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.026.02 and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary other than improvements thereon or proceeds from the disposition of such asset and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any refinancing, extensions, renewals and or replacements thereof that do not increase the outstanding principal amount thereofthereof (other than as permitted by Section 6.01);
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a SubsidiaryRestricted Subsidiary and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Restricted Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 Restricted Subsidiary, as the case may be, and any refinancing, extensions, renewals and or replacements thereof that do not increase the outstanding principal amount thereof (other than as permitted by Section 6.01);
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (f) of Section 6.01 and any Permitted Refinancing Indebtedness in respect thereof, (ii) such Liens and the Indebtedness secured thereby are initially incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds from the disposition of such property or assets;
(f) Liens in favor connection with the sale or transfer of any Governmental Authority assets in a transaction permitted under Section 6.03, customary rights and restrictions contained in agreements relating to secure obligations pursuant to such sale or transfer pending the provisions of any contract or lawcompletion thereof;
(g) rights in the case of first refusal of the Company's any joint venture, any put and call arrangements related to its Equity Interests set forth in its organizational documents or any related joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCor similar agreement;
(h) Liens to secure obligations any interest or title of a lessor under any lease or sublease entered into by the Company to Borrower or any Restricted Subsidiary Guarantorin the ordinary course of its business and other statutory and common law landlords’ liens under leases;
(i) any interest or title of a licensor under any license or sublicense entered into by the Borrower or any Restricted Subsidiary as a licensee or sublicensee (A) existing on the date hereof or (B) in the ordinary course of its business;
(j) licenses, sublicenses, leases or subleases granted to other Persons permitted under Section 6.03;
(k) Liens on xxxxxxx money deposits of cash or cash equivalents made in connection with any Permitted Acquisition or other Investment permitted pursuant to Section 6.04;
(l) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the Loan Parties in the ordinary course of business;
(m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business in accordance with the past practices of the Borrower or such Restricted Subsidiary;
(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 in the ordinary course of business;
(o) Liens on the assets and equity interests of Foreign Subsidiaries customarily granted in connection with financing transactions in the respective jurisdictions of such Subsidiaries and any Permitted Refinancing Indebtedness in respect thereof; provided that such Liens shall secure only Indebtedness or other obligations of such Foreign Subsidiaries permitted hereunder;
(p) Liens on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 6.01(n);
(q) Dispositions and other sales of assets permitted under Section 6.03;
(r) Liens on deposits or other amounts held in escrow (i) in connection with the Nebido Contingent Cash Consideration Agreement, dated as of February 23, 2009, by and between the Borrower and American Stock & Transfer Trust Company, as paying agent, and (ii) to secure contractual payments (contingent or otherwise) payable by the Borrower or its Restricted Subsidiaries to a Subsidiary seller after the consummation of a Permitted Acquisition;
(s) Liens on the real property (including any improvements thereto and fixtures thereon) leased by the Borrower and/or the Restricted Subsidiaries pursuant to, and securing Indebtedness incurred in connection with, the Headquarters Transaction;
(t) Liens securing Permitted Indebtedness so long as any such Liens on the Collateral shall be subordinated to the Company or Liens granted under the Loan Documents pursuant to the terms of subordination and intercreditor agreements reasonably satisfactory to the Administrative Agent;
(u) Liens securing Permitted Pari Passu Secured Refinancing Debt and Permitted Junior Secured Refinancing Debt; and any other SubsidiaryPermitted Refinancing Indebtedness in respect thereof; and
(jv) other Liens on assets of the Borrower and its Restricted Subsidiaries not specifically listed otherwise permitted above securing so long as the aggregate amount of obligations subject to such Liens does not immediately after giving effect to the incurrence of such obligations exceed the greater of (other than Indebtednessx) not to exceed $50,000,000 and (y) 10% of Consolidated Net Tangible Assets at the end of the most recent fiscal quarter of the Borrower for which Financials have been delivered (or, prior to the first delivery of any one time outstandingsuch financial statements, as of the end of the fiscal quarter of the Borrower ended March 31, 2011).
Appears in 1 contract
Samples: Credit Agreement (Endo Pharmaceuticals Holdings Inc)
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed created pursuant to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Loan Document;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided provided, that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any such Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof (including by way of any Permitted Acquisition) by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Effective Date prior to the time such Person becomes a Subsidiary; provided 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 Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided, that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 110% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or Subsidiary;
(f) Liens of a collecting bank arising in favor the ordinary course of any Governmental Authority to secure obligations pursuant to business under Section 4‑208 of the provisions of any contract or lawUniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;
(g) rights of first refusal Liens granted by a Subsidiary that is not a Loan Party in favor of the Company's joint venture partner with Borrower or another Loan Party in respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCof Indebtedness owed by such Subsidiary;
(h) Liens to secure obligations arising by operation of law under Article 2 of the Company to any Subsidiary GuarantorUniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;
(i) broker’s Liens, bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any Subsidiary, in each case, granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, including any such Liens or rights of setoff securing amounts owing in the ordinary course of business to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements;
(j) non-exclusive licenses of intellectual property or an assignment of, the right to commercialize intellectual property (including the rights to make, have made, use, sell, offer for sale and import intellectual property and any associated goodwill) and other licenses, sub-licenses and other similar encumbrances incurred in the ordinary course of business that do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;
(k) Liens on assets of Foreign Subsidiaries to secure Indebtedness of such Foreign Subsidiaries permitted under Section 6.01(m);
(l) Liens consisting of restricted cash balances not exceeding $20 million at any time to secure merchant credit card processing and similar services in the ordinary course of business;
(m) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with the Borrower or any other Subsidiary in the ordinary course of business;
(n) Liens on cash collateral to secure obligations of Borrower or any Subsidiary under any Swap Agreement (other than Swap Agreement Obligations) permitted under Section 6.06, so long as the aggregate amount of such cash collateral does not, as of any date of determination, exceed $35 million;
(o) Liens deemed to exist in connection with the sale or transfer of any assets in a Subsidiary transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;
(p) in the case of any Joint Venture, any put and call arrangements related to its Equity Interests set forth in its organizational documents or any related Joint Venture or similar agreement;
(q) Liens securing Indebtedness to finance insurance premiums owing in the ordinary course of business to the Company extent such financing is not prohibited hereunder;
(r) Liens on cash or Cash Equivalents constituting xxxxxxx money deposits made by the Borrower or any other SubsidiarySubsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition; and
(js) other Liens in an aggregate amount not specifically listed above securing obligations (other than Indebtedness) not to exceed exceeding $50,000,000 15 million at any one time outstanding. Notwithstanding anything herein to the contrary, neither the Borrower nor any of its Subsidiaries shall permit any consensual Lien in respect of any of its owned real property.
Appears in 1 contract
Samples: Credit Agreement (Etsy Inc)
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit suffer to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Prior to the Investment Grade Rating Date: CREDIT AGREEMENT
(i) Liens in favor of the Administrative Agent securing or deemed to exist the Obligations described in connection with Priority Indebtedness clause (other than Indebtedness referred to in paragraphs (c), (d) and (ea) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01definition thereof;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(dii) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on in Schedule 6.026.03; provided that (i) such Lien shall not apply to any other property Property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(eiii) any Lien existing Permitted Encumbrances;
(iv) Liens on any property fixed or asset prior to the acquisition thereof capital assets acquired, constructed or improved by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(a)(vii), (ii) such Lien is not created in contemplation of and the Indebtedness secured thereby are incurred prior to or in connection with within 90 days after such acquisition or the completion of such Person becoming a Subsidiary, as the case may beconstruction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Lien shall not apply to any other property or assets of the Company or any Subsidiary;
(v) Liens securing any Indebtedness that constitutes Project Financing;
(vi) Liens securing Indebtedness permitted by Section 6.01(a)(ix); provided that the aggregate principal amount of the Indebtedness secured thereby does not exceed $100,000,000 at any time; and
(vii) other Liens securing Indebtedness or other obligations in an aggregate principal amount not exceeding $50,000,000 at any time.
(b) From and after the Investment Grade Rating Date, the Company will not, and will not permit any Subsidiary to create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:
(i) Liens in favor of the Administrative Agent securing the Obligations;
(ii) any Lien on any property or asset of the Company or any Subsidiary existing on the Effective Date and set forth in Schedule 6.03; provided that (i) such Lien shall not apply to any other than improvements and accessions to Property or asset of the assets to which it originally applies and proceeds of such assets, improvements and accessions Company or any Subsidiary and (iiiii) 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, hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fiii) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawPermitted Encumbrances;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(hiv) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(b)(ii)(B), (ii) such Lien and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, CREDIT AGREEMENT constructing or improving such fixed or capital assets and (iv) such Lien shall not apply to any other property or assets of the Company or any Subsidiary; and
(jv) other Liens Liens; provided that the sum, without duplication, of (1) the outstanding aggregate principal amount of all Indebtedness permitted under Section 6.01(b)(ii)(D), plus (2) the Attributable Debt under all Sale and Leaseback Transactions of the Company and its Subsidiaries, plus (3) the outstanding aggregate principal amount of all Indebtedness or other obligations secured by such Liens, shall not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 15% of Consolidated Net Tangible Assets at any one the time outstandingof creation, incurrence or assumption thereof.
Appears in 1 contract
Samples: Credit Agreement (Murphy Oil Corp)
Liens. The Company will not, Borrower shall not (and will shall not permit any Subsidiary to), create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) receivable or rights in respect of any thereof), except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(eb) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(jc) Liens on fixed or capital assets acquired, constructed or improved by Borrower or any Subsidiary; provided that (i) such security interests secure purchase money Indebtedness or capital leases permitted under Section 6.1(e) or otherwise approved by Lender, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at property or assets of Borrower or any one time outstandingSubsidiary.
Appears in 1 contract
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount or change the parties directly or indirectly responsible for the payment thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 or change the parties directly or indirectly responsible for the payment thereof;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (v) of Section 6.01(a), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; and
(f) Liens in favor securing the Indebtedness permitted by clauses (vi) and (vii) of any Governmental Authority to secure obligations pursuant to the provisions Section 6.01(a) of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 such Indebtedness at any one time outstanding.
Appears in 1 contract
Samples: Revolving Credit Agreement (Service Corporation International)
Liens. The Company will not, and will not permit Neither the Borrower nor any Subsidiary to, create, incur, assume will create or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Transaction Liens;
(b) Permitted EncumbrancesLiens;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Existing Agreement Closing Date and set forth on listed in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Existing Agreement Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to before the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to before 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 Subsidiary, as the case may be, (ii) such Lien shall will not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iii) such Lien shall will 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;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) the Debt secured by such liens is permitted by Section 6.01(a)(vi), (ii) such Liens and the Debt secured thereby are incurred before or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Debt secured thereby does not exceed 75% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens will not apply to any other property of the Borrower or any Subsidiary;
(f) Liens in favor on property of any Governmental Authority to secure obligations the Borrower’s German Subsidiaries securing Debt permitted pursuant to the provisions of any contract or lawSection 6.01(a)(xvi);
(g) rights Liens securing Debt arising out of, and sales of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCaccounts receivable as part of, a Permitted Receivables Transaction;
(h) Liens to secure obligations of Permitted Encumbrances (as such term is defined in the Company to any Subsidiary Guarantor;applicable Mortgage) on Mortgaged Property; and
(i) Liens to not otherwise permitted by the foregoing clauses arising in the ordinary course of its business which (i) do not secure Debt and (ii) do not secure any single obligation (or class of obligations of having a Subsidiary to the Company or any other Subsidiary; and
(jcommon cause) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed in an amount exceeding $50,000,000 at any one time outstanding3,000,000.
Appears in 1 contract
Samples: Credit Agreement (Fastentech Inc)
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed created pursuant to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
any Loan Document; (b) Permitted Encumbrances;
; (c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Third Amendment Effective Date and set forth on in Schedule 6.026.02 ; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
thereof (except to the extent of prepayment premiums and fees owing in connection with any such refinancing, extension, renewal and replacement); (d) Intentionally Omitted; (e) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any such Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and 98
(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 refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
thereof (except to the extent of prepayment premiums and fees owing in connection with any such refinancing, extension, renewal and replacement); (f) Liens of a collecting bank arising in favor the ordinary course of any Governmental Authority to secure obligations pursuant to business under Section 4-208 of the provisions of any contract or law;
UCC in effect in the relevant jurisdiction covering only the items being collected upon; (g) rights Liens arising out of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
Sale and Leaseback Transactions permitted by Section 6.06; (h) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.01(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (i) (1A) Liens on deposits made to secure obligations of the Company to any Subsidiary Guarantor;
under coffee-related Swap Agreements with Persons (i“Counterparties ”) that are not Secured Parties, and ( 2B) Liens on deposits made to secure obligations under Swap Agreements permitted under Section 6.07 that are not coffee- related so long as the aggregate amount of such deposits deposits subject to such Liens, when taken together with the aggregate amount of obligations secured by Liens permitted under Section 6.02(p) below, does not exceed $ 10,000,000 1,000,000 at any time outstanding; provided, that for the avoidance of doubt, such dollar cap shall not apply to deposits made to secure obligations under coffee-related Swap Agreements to the extent permitted under Section 6.02(i)(A) or Permitted Encumbrances; (j) Liens granted by a Subsidiary to that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary; (k)
(1) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Company or any other SubsidiarySubsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition and (2) solely in connection with the Specified Acquisition and solely to the extent contemplated by Section 2.02(c) of the Transition Services Agreement (and only for so long as the Transition Services Agreement is in force and effect), any Lien on the “working capital” deposit account of the Company or any of its Subsidiaries arising solely as a result of the withdrawal rights and/or co-signatory rights of the Seller (and/or any affiliates of the Seller party to the Transition Services Agreement) with respect to such deposit account; and
(j) other Liens provided that the aggregate credit balance in such deposit account shall not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 3,000,000 at any one time outstanding.time;
Appears in 1 contract
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary of its Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property fixed or capital asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiaryits Subsidiaries; 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 beacquisition, (ii) such Lien shall not apply to any other property or assets asset of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of its Subsidiaries not acquired together with such assets, improvements and accessions fixed or capital asset 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fe) Liens in favor (including Liens arising under conditional sale, title retention or similar arrangements) on fixed or capital assets acquired, constructed or improved by the Borrower or any of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
its Subsidiaries; provided, that (i) such Liens secure Indebtedness permitted by paragraph (e) of Section 6.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to secure obligations or within 90 days after such acquisition or the completion of a Subsidiary such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company Borrower or any of its Subsidiaries other Subsidiarythan fixed or capital assets acquired, constructed or improved in connection therewith; and
(jf) other Liens not specifically listed above securing obligations Indebtedness (other than Subordinated Indebtedness) or other obligations in an aggregate principal amount not to exceed $50,000,000 500,000 at any one time outstanding; provided that the aggregate book value of all assets encumbered by all the Liens permitted under this paragraph shall not exceed $500,000, with the book value of an asset determined at the time of the granting of the Lien therein.
Appears in 1 contract
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivableAccounts) or rights in respect of any thereof, except:
(a) Liens securing or deemed created pursuant to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Loan Document;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Parent or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Parent or such Subsidiary or any other Loan Party or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing the Senior Secured Notes Obligations subject to the Senior Secured Notes Intercreditor Agreement, and any extensions, renewals, refinancings and replacements of the Senior Secured Notes Obligations in accordance with Section 6.01(f); provided that other than with respect to the Senior Secured Notes Priority Collateral, such Liens are subordinated to the Liens securing the Secured Obligations in accordance with the terms of the applicable Intercreditor Agreement.
(e) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness (including Capital Lease Obligations) permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;
(f) any Lien existing on any property or asset (other than Accounts of a Loan Party) prior to the acquisition thereof by the Company Parent or any Subsidiary or existing on any property or asset (other than Accounts of a Loan Party) of 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(fg) Liens (i) of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (ii) attaching to a commodity trading account or other commodities brokerage account incurred in the ordinary course of business and (iii) in favor of any Governmental Authority to secure obligations pursuant to banking or other financial institutions arising as a matter of law or under customary contractual provisions encumbering deposits or other funds maintained with such banking or other financial institutions (including the provisions right of any contract set off and grants of security interests in deposits and/or securities held by such banking or law;
(gother financial institution) rights of first refusal of and that are within the Company's joint venture partner with respect to general parameters customary in the Company's Equity Interests in Rocky Mountain Metal Container LLCbanking industry;
(h) Liens to secure obligations arising out of the Company to any Subsidiary GuarantorSale and Leaseback Transactions permitted by Section 6.06;
(i) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness owed by such Subsidiary;
(j) Liens securing Additional Secured Indebtedness incurred pursuant to Section 6.01(j) and related Additional Secured Indebtedness Obligations; provided that Liens on the ABL Priority Collateral and on all or any portion of any other Collateral are subordinated to the Liens securing the Secured Obligations in accordance with the terms of the applicable Additional Secured Indebtedness Intercreditor Agreement;
(k) Liens securing Indebtedness incurred pursuant to Section 6.01(l), which Liens do not extend to or cover any property or assets of the Parent or any other Subsidiary Loan Party other than the property or assets acquired pursuant to such Vendor Financing Arrangement
(l) leases, subleases, nonexclusive licenses or sublicenses granted to third parties that do not materially interfere with the business of the Parent and its Subsidiaries, taken as a whole;
(m) any interest or title of a lessor in the property subject to any Capital Lease or operating lease;
(n) Liens granted by a Subsidiary that is not a Loan Party in favor of the Parent or any other Loan Party;
(o) Liens encumbering customary initial deposits and margin deposits securing Indebtedness under Swap Agreements and other forward contracts, options, future contracts, futures options or similar agreements or arrangements incurred in each case, not for speculative purposes;
(p) Liens on any cash or Permitted Investments to the extent held in an escrow account or similar arrangement to be applied for the purpose of funding fees, expenses or other costs in respect of Indebtedness for which a current commitment exists;
(q) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(r) Liens securing reimbursement obligations with respect to letters of credit that solely encumber documents and other property relating to such letters of credit and the products and proceeds thereof;
(s) 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;
(t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(u) Liens on inventory or other goods and proceeds securing obligations in respect of bankers’ acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods;
(v) Liens any property or assets of a Subsidiary that is not a Loan Party securing Indebtedness of such Subsidiary permitted under Section 6.01 hereof;
(w) any encumbrance or restriction (including, but not limited to, pursuant to put and call arrangements or buy/sell arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(x) Liens that are contractual rights of set-off (i) relating to the Company 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 Parent or any Subsidiary that permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of business of the Parent or any Subsidiary or (iii) relating to purchase orders and other Subsidiaryagreements entered into with customers of the Parent or any Subsidiary in the ordinary course of business; and
(jy) other Liens so long as the aggregate outstanding principal amount of the obligations secured thereby does not specifically listed above securing obligations (exceed $10,000,000. Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s Accounts, other than Indebtednessthose permitted under clause (a) not to exceed $50,000,000 at of the definition of Permitted Encumbrances, those permitted under clause (a), (b), (d) or (j) above and any one time outstandingLien in favor of the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Gogo Inc.)
Liens. The Company Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) created pursuant to the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted EncumbrancesLiens;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary of its Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.027.02 (excluding, however, following the making of the initial Loans hereunder as of the Effective Date, Liens securing Indebtedness to be repaid with the proceeds of such Loans, as indicated on Schedule 7.02); provided that (i) no such Lien shall not apply extend to any other property or asset of the Company Borrower or any Subsidiary of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals renewals, replacements and replacements combinations thereof that do not increase the outstanding principal amount thereofthereof or commitment therefor, in each case, as in effect on the date hereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary (including in connection with a Permitted Acquisition); 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 Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, be and extensions, renewals and replacements thereof that do not increase the original outstanding principal amount thereof;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness expressly permitted by Section 7.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within six months after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary;
(f) Liens in favor on specifically identified inventory and accounts receivable covered by bankers’ acceptances resulting from import letters of credit which do not cover any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawassets other than those financed with such bankers’ acceptances;
(g) rights of first refusal of Liens on the Company's joint venture partner with respect to Parent Real Estate Asset securing Indebtedness not exceeding $20,000,000 in the Company's Equity Interests in Rocky Mountain Metal Container LLC;aggregate at any time outstanding; and
(h) additional Liens to secure obligations not otherwise expressly permitted by this Section on any property or asset of the Company to Borrower or any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens in an aggregate amount not specifically listed above securing obligations (other than Indebtedness) not to exceed exceeding $50,000,000 at any one time outstanding7,500,000.
Appears in 1 contract
Samples: Credit Agreement (Griffon Corp)
Liens. The Company will notNeither the Borrower nor any Restricted Subsidiary will, and will not permit any Subsidiary todirectly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property asset of the Borrower or asset any Restricted Subsidiary, whether now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereoflicensed, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Credit Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which that it secures on the date hereof and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure only Indebtedness outstanding under Section 6.1(e) and obligations relating thereto not constituting Indebtedness and (ii) such Liens shall not apply to any other asset of the Borrower or any Restricted Subsidiary (other than the proceeds and products thereof); provided further that, in the event purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary (or is so merged or consolidated); 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 beSubsidiary (or such merger or consolidation), (ii) such Lien shall not apply to any other property asset of the Borrower or any Restricted Subsidiary (other than, in the case of any such merger or consolidation, the assets of the Company or any special purpose merger Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions that is a party thereto) and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may beSubsidiary (or is so merged or consolidated), and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof (except by an amount not greater than accrued and unpaid interest, fees and premiums (if any) [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] with respect to such original obligations and reasonable fees and expenses arising from such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.1(f) as Refinancing Indebtedness in respect thereof;
(f) Liens in favor connection with the sale or transfer of any Governmental Authority Equity Interests or other assets in a transaction permitted under Section 6.7, customary rights and restrictions contained in agreements relating to secure obligations pursuant to such sale or transfer pending the provisions of any contract or lawcompletion thereof;
(g) rights of first refusal in the case of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCany Person that is not a Subsidiary, any encumbrance, restriction or other Lien, including any put and call arrangements, related to the Equity Interests in such Person set forth in (i) its Organizational Documents or any related joint venture, shareholders’ or similar agreement, in each case so long as such encumbrance or restriction is applicable to all holders of the same class of Equity Interests or is otherwise of the type that is customary for agreements of such type, or (ii) in any agreement or document governing Indebtedness of such Person;
(h) Liens to secure solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement for any Acquisition permitted hereunder;
(i) nonexclusive outbound licenses of Intellectual Property granted by the Borrower or any Restricted Subsidiary in the ordinary course of business that do not materially detract from the value of the affected asset or interfere with the ordinary conduct of business of the Borrower or any Restricted Subsidiary;
(j) Liens on cash and Cash Equivalents securing obligations of the Company to Borrower or any Restricted Subsidiary Guarantorunder any Permitted Commodity Hedge Agreement or under letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any Restricted Subsidiary supporting obligations of the Borrower or any Restricted Subsidiary under any Permitted Commodity Hedge Agreement;
(i) Liens created under the definitive documentation for any Permitted Supply & Offtake Agreement, provided that (A) such Liens secure only Indebtedness permitted by Section 6.1(i) and other obligations not constituting Indebtedness that are secured thereunder (but, in any event, not obligations under any Hedging Agreement), (B) such Liens do not apply to any asset of the Borrower or any Restricted Subsidiary other than assets that constitute Permitted Supply & Offtake Agreements Collateral and that are subject to a Lien granted under a Collateral Document to secure obligations the Obligations and (C) such Liens are subject to the terms of a Subsidiary Permitted Intercreditor Agreement (it being agreed that any holdback provided for in any Existing X. Xxxx Supply & Offtake Agreement, whether or not constituting margin or credit support, shall not be in deemed to the Company or any other Subsidiaryviolate this clause (k)); and
(jii) Liens arising by virtue of precautionary UCC financing statement filings made in respect of crude oil, refined products and other hydrocarbon inventories maintained, as owner, by the counterparty to a Permitted Supply & Offtake Agreement;
(1) Liens securing: [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]]
(i) any Permitted Revolving/LC Facility or, on and after the Drop Down Date, any Specified Additional IDB Guarantee, provided that (A) such Liens secure only Indebtedness permitted by Section 6.1(j) and other obligations not specifically listed above securing constituting Indebtedness that are secured thereunder (but, in any event, not obligations under any Hedging Agreement), and (B) such Liens do not apply to any asset of the Borrower or any Restricted Subsidiary other than Indebtednessassets that constitute Collateral and that are subject to a Lien granted under a Collateral Document to secure the Obligations (and, in the case of any such Liens on any Term Priority Collateral, such Liens are junior and subordinated to the Liens created under the Collateral Documents pursuant to the terms of a Permitted Intercreditor Agreement); and
(ii) the Existing IDB Line of Credit, provided that (A) such Liens secure only Indebtedness permitted by Section 6.1(j) and other obligations not to exceed $50,000,000 constituting Indebtedness that are secured thereunder (but, in any event, not obligations under any Hedging Agreement), and (B) such Liens consist solely of Liens of Israel Discount Bank on deposit accounts and certificates of deposit of the Existing IDB Line Debtor containing at any one time outstanding.not more than $1,000,000 in the aggregate for all such deposit accounts and certificates of deposit;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.)
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens created pursuant to any Loan Document, including the Secured Obligations;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary (other than proceeds and replacements of such property or assets and additions and accessions thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted under Section 6.01(b);
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary (other than improvements proceeds and replacements of such property or assets and additions and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions thereto) 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted pursuant to Section 6.01;
(fe) Liens in favor of any Governmental Authority to secure obligations pursuant to on fixed or capital assets acquired, constructed, developed, restored, replaced, maintained or improved by the provisions of any contract Borrower or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(including any such assets made the subject of a Finance Lease Obligation); provided that (i) Liens such security interests secure Indebtedness permitted by clause (f) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to secure obligations or within one hundred eighty (180) days after such acquisition or the completion of a Subsidiary to the Company such construction or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstanding.improvement,
Appears in 1 contract
Samples: Credit Agreement (Mimecast LTD)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount respect of the obligations under which does not exceed $250,000,000Receivables Purchase Program and the Foreign Factoring Program;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02D; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(f) Liens in favor on fixed or capital assets acquired, constructed or improved by Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (viii) of subsection 6.1A (including renewals, refinancings or replacements thereof) , (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any Governmental Authority to secure obligations pursuant to the provisions other property or assets of Borrower or any contract or lawSubsidiary;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) liabilities permitted hereunder in an aggregate amount not to exceed $50,000,000 10,000,000 at any one time outstanding. provided that, notwithstanding the foregoing, no Liens shall be permitted in respect of Borrower's or any Subsidiary's intellectual property, including any Liens on the registered or unregistered trademarks of Borrower or any Subsidiary, other than Liens under the Security Agreement and Liens described in clause (xiii) of the definition of the term Permitted Encumbrance.
Appears in 1 contract
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;
(d) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes became a Subsidiary; provided that that
(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiaryparty to this Agreement, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions Borrower 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 Subsidiaryparty to this Agreement, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(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 covering only the items being collected upon and rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts or securities accounts in the ordinary course of business;
(f) Liens granted in favor the ordinary course of any Governmental Authority to secure obligations pursuant to business on the provisions unearned portion of any contract or lawinsurance premiums securing the financing of insurance premiums;
(g) rights Liens solely on any xxxx xxxxxxx money deposits made by Borrower or any of first refusal its Subsidiaries in connection with any letter of the Company's joint venture partner intent or purchase agreement with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCa Permitted Acquisition;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor(i) assumed by Borrower or its Subsidiaries in connection with a Permitted Acquisition that secures Acquired Indebtedness permitted under Section 6.01(e) or (p) and (ii) Liens securing Indebtedness permitted under Section 6.01(q);
(i) Liens to secure obligations of granted by a Subsidiary in favor of the Borrower in respect of Indebtedness owed by such Subsidiary;
(j) Liens that are replacements of any of the Liens otherwise permitted under this Section 6.02 to the Company or any other Subsidiaryextent that the original Indebtedness is replaced with Refinance Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness; and
(jk) additional Liens so long as the principal amount of Indebtedness and other Liens obligations and liabilities secured thereby does not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 10,000,000 in the aggregate at any one time outstanding.
Appears in 1 contract
Samples: Credit Agreement (SJW Group)
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(ai) Liens securing or deemed created under the Loan Documents, which Liens may also secure Indebtedness permitted pursuant to exist Section 6.01(a)(ii) on the same basis as the “Additional Bonds Secured Obligations” (as defined in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (cthe Security Documents), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(bii) Permitted Encumbrances;
(ciii) Liens securing the Xxxxxxx Indebtedness in connection accordance with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000definition thereof;
(div) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) 2004 Amendment and Restatement Date and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ev) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iiiC) 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fvi) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract on fixed or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (A) such security interests secure Indebtedness permitted by clause (ix) of Section 6.01(a), (B) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other property or assets of the Company or any Subsidiary; and
(jvii) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingon assets of the Company and its Subsidiaries in connection with a Permitted Receivables Transaction.
Appears in 1 contract
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivableAccounts) or rights in respect of any thereof, except:
(a) Liens securing or deemed created pursuant to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Loan Document;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company any Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02in Section 6.02 of the Disclosure Certificate; provided that (i) such Lien shall not apply to any other property or asset of the Company such Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) Liens on fixed or capital assets acquired, constructed or improved by any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation Liens secure Indebtedness permitted by clause (e) of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may beSection 6.01, (ii) such Lien Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of any Borrower or Subsidiary;
(e) Liens of a collecting bank arising in the Company or any Subsidiary other than improvements and accessions to ordinary course of business under Section 4‑208 of the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iii) such Lien shall secure UCC in effect in the relevant jurisdiction covering 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 thereofitems being collected upon;
(f) Liens in favor arising out of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawSale and Leaseback Transactions permitted by Section 6.06;
(g) rights a Lien on a 1500 Ton Forging Press machine located at 000 Xxxx 00xx Xxxxxx, Xxxxxxxxx, Xxxx 00000 securing the City of first refusal Cleveland Indebtedness, provided that such Lien is subordinated to the Liens in favor of the Company's joint venture partner with respect Lender on terms satisfactory to the Company's Equity Interests in Rocky Mountain Metal Container LLCLender (which may be satisfied as a result of the UCC filing being filed after the UCC filing of the Lender);
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of granted by a Subsidiary to the Company that is not a Loan Party in favor of any Borrower or any other another Loan Party in respect of Indebtedness owed by such Subsidiary; and
(ji) such other Liens not specifically listed above securing obligations as may be permitted under the terms of any Rider attached hereto. Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts, other than Indebtednessthose permitted under clause (a) not to exceed $50,000,000 at any one time outstandingof the definition of Permitted Encumbrances and clause (a) above, or (2) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrances and clause (a) above.
Appears in 1 contract
Liens. The Company Holdings will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien of any kind securing Indebtedness on any property or asset now owned or hereafter acquired by itacquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect except Permitted Liens. For purposes of any thereofdetermining compliance with this Section 4.10, except:
(a) a Lien securing an item of Indebtedness (or any portion thereof) need not be permitted solely by reference to one category of Permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (b) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens,” the Issuers may, in their sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.10 and without giving pro forma effect thereto; provided that Liens securing amounts outstanding under the Senior Credit Agreement on the Issue Date or securing Indebtedness incurred pursuant to the commitments in effect under the Senior Credit Agreement on the Issue Date shall be incurred pursuant to clause (1)(x) of the definition of Permitted Liens and shall not be reclassified. In addition, with respect to any revolving loan Indebtedness or commitment relating to the incurrence of Indebtedness that is designated to be incurred on a Deemed Date pursuant to Section 4.07(e) hereof, any Lien that does or that shall secure such Indebtedness may also be designated by the Issuers or any Restricted Subsidiary to be incurred on such Deemed Date and, in such event, any related subsequent actual incurrence of such Lien shall be deemed for all purposes under this Indenture to exist be incurred on such Deemed Date, including for purposes of calculating usage of any “Permitted Lien,” the Fixed Charge Coverage Ratio, usage of any baskets hereunder (if applicable), the Consolidated First Lien Indebtedness Ratio, the Consolidated Secured Indebtedness Ratio, the Consolidated Total Leverage Ratio and Consolidated EBITDA (and all such calculations on and after the Deemed Date until the termination or funding of such commitment shall be made on a pro forma basis giving effect to the deemed incurrence or issuance, the granting of any Lien therefor and related transactions and pro forma events in connection therewith). With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) any accrual of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreementsinterest, the aggregate principal accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the obligations under which does not exceed $250,000,000;
(d) any Lien on any exchange rate of currencies or increases in the value of property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstanding.
Appears in 1 contract
Samples: Indenture (Virtu Financial, Inc.)
Liens. The Company Borrowers will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivableAccounts) or rights in respect of any thereof, exceptexcept as long as no Event of Default exists at the time of creation or incurrence of such Lien or would arise therefrom:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company any Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and other Loan Party set forth on in Schedule 6.02; 6.2, provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary such Person and (ii) such Lien shall secure only those obligations which that it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 beClosing Date, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fd) Liens in favor on fixed or capital assets acquired by any Loan Party, provided that (i) such Liens secure Indebtedness permitted by Section 6.1(d), (ii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring such fixed or capital assets and (iii) such Liens shall not apply to any Governmental Authority to secure obligations pursuant to other property or assets of the provisions of any contract Borrowers or lawother Loan Party;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(he) Liens to secure obligations Indebtedness permitted by Section 6.1(e) provided that such Liens shall not apply to any property or assets of the Company to any Subsidiary Guarantor;Loan Parties other than the Real Estate so financed or which is the subject of a sale-leaseback transaction, and
(if) Liens to secure obligations of a Subsidiary Indebtedness permitted by Section 6.1(q), provided that (i) such Lien shall not apply to the Company or any other Subsidiary; and
property or asset of such Person, (jii) other Liens such Lien shall not specifically listed above securing have been incurred in contemplation of, or in connection with, such Permitted Acquisition, (iii) shall secure only those obligations that it secures as of the date of the Permitted Acquisition, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (other than Indebtednessiv) shall not apply to exceed $50,000,000 at any one time outstandingCollateral.
Appears in 1 contract
Samples: Credit Agreement (Brown Shoe Co Inc)
Liens. The Company None of the Obligors or any Restricted Subsidiary will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens created by the Security Documents;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset assets of the Company Parent or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Third Amendment Effective Date and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Parent or any Restricted Subsidiary other than such property or asset to which such Lien applies on the Third Amendment Effective Date and (ii) such Lien shall secure only those obligations which it secures on the Third Amendment Effective Date and extensions, renewals and replacements thereof in accordance with Section 6.01;
(d) Liens on assets acquired, constructed or improved by the Parent or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (c) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of the Parent or any Restricted Subsidiary other than the proceeds of, and insurance proceeds related to, such assets;
(e) Liens on assets of any Restricted Subsidiary in existence on the date such Restricted Subsidiary is acquired by the Parent (but not created in connection with such acquisition) securing Indebtedness permitted under Section 6.01(e); provided that (i) such Lien shall not apply to any property of asset of the Parent or any other Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;acquisition; and
(f) Liens in favor of any Governmental Authority to secure on cash securing obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner Parent or any Restricted Subsidiary to providers of vault services with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingsuch cash.
Appears in 1 contract
Samples: Credit Agreement (Cardtronics PLC)
Liens. The Company Parent will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Permitted Encumbrances and Liens securing created under this Agreement or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Collateral Document;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Parent or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Parent or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing Liens on any property fixed or asset prior to the acquisition thereof capital assets acquired, constructed or improved by the Company Parent or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may besecurity interests secure Indebtedness permitted by Section 6.01(e), (ii) such Lien security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company Parent or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(jd) other Liens securing Indebtedness permitted by Section 6.01(h), provided that such Liens (i) shall only cover the property (including, with respect to floating Liens, types of property) securing such Indebtedness immediately before the relevant Permitted Acquisition and (ii) shall not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandinginclude Liens incurred in contemplation of the relevant Person becoming a Subsidiary or of such Acquisition.
Appears in 1 contract
Samples: Credit Agreement (Tesco Corp)
Liens. The Company Borrowers will not, and will not permit any Subsidiary other Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivableAccounts) or rights in respect of any thereof, exceptexcept as long as no Event of Default exists at the time of creation or incurrence of such Lien or would arise therefrom:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company any Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and other Loan Party set forth on Schedule 6.02; in the Information Certificate, provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary such Person and (ii) such Lien shall secure only those obligations which that it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 beThird Amendment Effective Date, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired by any Loan Party, provided that (i) such Liens secure Indebtedness permitted by Section 6.1(d), (ii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring such fixed or capital assets and (iii) such Liens shall not apply to any other property or assets of the Borrowers or other Loan Party;
(e) Liens to secure Indebtedness permitted by Section 6.1(e) provided that such Liens shall not apply to any property or assets of the Loan Parties other than the Real Estate so financed or which is the subject of a sale‑leaseback transaction;
(f) Liens in favor of any Governmental Authority to secure Indebtedness permitted by Section 6.1(q), provided that (i) such Lien shall not apply to any other property or asset of such Person, (ii) such Lien shall not have been incurred in contemplation of, or in connection with, such Permitted Acquisition, (iii) shall secure only those obligations pursuant that it secures as of the date of the Permitted Acquisition, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (iv) shall not apply to the provisions of any contract or lawCollateral;
(g) rights Liens existing on assets prior to the acquisition thereof or prior to the acquisition of first refusal a Person who becomes a Loan Party, in either case which are directly or indirectly acquired in a Permitted Acquisition and which, in the case of an acquisition of a Person that becomes a Loan Party, are set forth in the Information Certificate delivered in connection with such Permitted Acquisition, provided that, in any event, (i) such Liens secure Indebtedness permitted under Section 6.1 hereof or obligations to a lessor under a lease of Real Estate to a Loan Party, (ii) such Liens are not created in contemplation of or in connection with such Permitted Acquisition, (iii) such Liens shall not apply to any other property or assets of a Loan Party, (iv) such Liens shall secure only the Indebtedness or other obligations that such Liens secure on the date of the Company's joint venture partner with respect Permitted Acquisition; and (v) such Liens shall not attach to assets which would be of a type included as Collateral or in the Borrowing Base, except for non‑material Liens acceptable to the Company's Equity Interests in Rocky Mountain Metal Container LLCAdministrative Agent;
(h) Liens on Accounts, Inventory and proceeds thereof to secure obligations Indebtedness permitted by Section 6.1(i) in respect of Refinancing NotesDebt, provided that such Liens shall be junior and subordinate to the Liens in favor of the Company Agent and shall be subject at all times to any Subsidiary Guarantor;the terms and conditions of an intercreditor agreement with the Agents in form and substance satisfactory to the Agents; and
(i) Liens on cash and cash equivalents to secure obligations letters of a Subsidiary credit permitted pursuant to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingSection 6.1(q).
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Caleres Inc)
Liens. The No KPP Company will notshall, and will not nor shall permit any Subsidiary its Restricted Subsidiaries to, : (i) create, incur, assume or permit otherwise incur or suffer to exist any Lien on upon (or, whether by Transfer to any KPP Company or any of its Restricted Subsidiaries or otherwise, subject, or permit any KPP Company or any of its Restricted Subsidiaries to subject, to the prior payment of any obligations, indebtedness or claim other than KPOP's obligation under the Notes) any property or asset assets (real or personal, tangible or intangible, including any stock or other securities) of any KPP Company or any of its Restricted Subsidiaries, whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues profits therefrom, (ii) own or acquire or agree to acquire any property or assets (real or personal, tangible or intangible, including accounts receivableany stock or other securities) subject to or rights in respect encumbered by any Lien, or (iii) suffer to exist any obligations, indebtedness or claim of any thereofKPP Company or any of its Restricted Subsidiaries or claims or demands against any KPP Company or any of its Restricted Subsidiaries, exceptwhich obligations, indebtedness, claims or demands, if unpaid, would (in the hands of the holder thereof or anyone who shall have guaranteed the same or who has any right or obligation to purchase the same), by law or upon bankruptcy or insolvency or otherwise, be given any priority whatsoever over its general creditors; provided that the foregoing restrictions (I) shall not apply to Liens under the Security Documents or Liens arising by rights of offset securing the Bank Debt which are subject to the Intercreditor Agreement and (II) shall not prevent:
(a) Liens securing the KPP Companies or deemed any of their Restricted Subsidiaries from suffering to exist any Liens existing on the Closing Date, as set forth in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c)Schedule 7 hereto, (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is which secure Funded Debt permitted under Section 6.01;8.1(b) and renewals, extensions and refundings (but not increases in principal amount) thereof which are permitted under Section 8.1(c), provided that such Liens are not extended to cover additional property; or
(b) Permitted Encumbrances;the KPP Companies or any of their Restricted Subsidiaries from creating, assuming, incurring or suffering to exist any Liens which are incidental to its normal conduct of business or ownership of its properties or assets, provided that such Liens do not secure Debt and do not materially impair the use of such properties or assets in the operation of the KPP Companies' and their Restricted Subsidiaries' businesses; or
(c) any KPP Company or any of its Restricted Subsidiaries from creating, assuming or incurring or suffering to exist: (i) Liens for taxes not yet due and payable or the nonpayment of which is permitted by Section 7.3(a), (ii) survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, and rights of eminent domain, which Liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not in connection with Hedging Agreements, the aggregate principal amount have a material adverse effect on such KPP Company or Restricted Subsidiary or materially impair their use in the operation of their businesses, or (iii) mechanics Liens and materialman's Liens for services or materials for which payment is not yet due and payable and which do not materially impair the obligations under which does not exceed $250,000,000;use by such KPP Company or Restricted Subsidiary in the operation of its businesses; or
(d) any Lien on any property or asset of the KPP Company or any of its Restricted Subsidiaries from creating, assuming, incurring or suffering to exist Liens in respect of property acquired by such KPP Company or Restricted Subsidiary existing on after the date hereof (to secure Debt assumed or on improvements incurred to finance all or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; any part of the purchase price, provided that that:
(i) each such Lien shall not at all times apply solely to any other the property so acquired and the improvements thereon which are to become fixtures or asset of the Company or any Subsidiary and accessions thereto,
(ii) the principal amount of Debt secured by any such Lien in respect of any such property shall at no time exceed the fair market value of such property at the time of acquisition thereof by such KPP Company or Restricted Subsidiary or, if less, the cost of such acquisition,
(iii) each such Lien shall secure only those obligations which it secures on be either existing at the date hereof and extensionstime of acquisition or created within 120 days thereafter, renewals and replacements thereof that do not increase and
(iv) the outstanding principal amount thereof;Debt secured by such Lien is permitted by Section 8.1 at the time such Debt is incurred; or
(e) any Lien existing on any property or asset prior to the acquisition thereof by the KPP Company or any Subsidiary of its Restricted Subsidiaries from creating, assuming or existing on any property incurring or asset of any Person that becomes a Subsidiary after suffering to exist the date hereof prior to the time such Person becomes a Subsidiary; provided that following Liens if (i) such Lien the validity, applicability or amount thereof is not created being contested in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may begood faith and by appropriate and lawful proceedings diligently conducted, (ii) such Lien shall not apply to any other property or assets of the KPP Company or any its Restricted Subsidiary other than improvements and accessions to in question shall have set aside on its books, reserves in respect thereof which are deemed adequate in the assets to which it originally applies and proceeds reasonable opinion of such assetsKPP Company or such Restricted Subsidiary, improvements and accessions and (iii) such Lien shall secure only those obligations levy and execution thereof continue to be stayed, (iv) any of which it secures on Liens covering any Collateral are subordinate to the date Liens in favor of such acquisition or the date such Person becomes a Subsidiary, as the case may beHolders, and extensions, renewals and replacements thereof that (v) such Liens do not increase in the outstanding principal aggregate materially detract from the value of the property of the KPP Company or its Restricted Subsidiary in question, or materially impair the use of that property in the operation of its business: (A) claims and Liens of mechanics, materialmen, warehousemen (other than those claims and Liens described in Section 8.2(c)(iii)), and (B) adverse judgments or orders on appeal for the payment of money not in excess of the aggregate amount thereof;of $25,000,000; or
(f) any KPP Company or any of its Restricted Subsidiaries from creating, assuming, incurring or suffering to exist Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;permitted by Section 10.4; or
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the KPP Company or any of its Restricted Subsidiaries from creating, assuming, incurring or suffering to exist other Subsidiary; and
Liens, on property which is not Collateral, securing Debt permitted by Section 8.1, provided that the aggregate amount of Debt so secured shall at no time exceed ten percent (j10%) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingof Partners' Capital.
Appears in 1 contract
Samples: Note Purchase Agreement (Kaneb Pipe Line Partners L P)
Liens. The Company No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivableAccounts) or rights in respect of any thereof, except:
(a) Liens securing or deemed created pursuant to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Loan Document;
(b) Permitted EncumbrancesLiens securing Indebtedness permitted by Section 6.01(u); provided that such Liens do not extend to any property or asset of any Loan Party;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof; Table of Contents
(d) Liens on fixed or capital assets acquired, leased, replaced, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.01(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days after such acquisition, lease or the completion of such replacement, construction or improvement and (iii) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; provided that individual financings of equipment provided by one Person may be cross collateralized to other financings of equipment provided by such Person but not any other Person;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Loan Party or a Restricted Subsidiary of a Loan Party, as applicable, or is merged or consolidated with the Borrower or any Restricted Subsidiary after the date hereof Effective Date prior to the time such Person becomes a SubsidiaryLoan Party or is so merged or consolidated; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition acquisition, merger or consolidation or such Person becoming a SubsidiaryLoan Party or a subsidiary of a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Loan Party or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds a subsidiary of such assets, improvements and accessions a Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition acquisition, merger or consolidation or the date such Person becomes a SubsidiaryLoan Party, as the case may be, and any extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof;
(f) Liens (i) 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 covering only the items being collected upon and (ii) in favor of any Governmental Authority to secure obligations pursuant to banking or other financial institutions arising as a matter of law or under customary contractual provisions encumbering deposits or other funds maintained with such banking or other financial institutions (including the provisions right of any contract set off and grants of security interests in deposits and/or securities held by such banking or lawother financial institution) and that are within the general parameters customary in the banking industry;
(g) rights Liens arising out of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCSale and Leaseback Transactions permitted by Section 6.06;
(h) Liens to secure obligations granted by a Restricted Subsidiary that is not a Loan Party in favor of the Company to any Subsidiary GuarantorBorrower or another Loan Party in respect of Indebtedness owed by such Restricted Subsidiary;
(i) Liens Lien securing Indebtedness in an aggregate principal amount not exceeding the greater of (i) $20,000,000 and (ii) 4% of Consolidated Total Assets (measured on a pro forma basis as of the date such Indebtedness is incurred and such Lien is granted based on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries delivered pursuant to secure obligations of a Subsidiary Section 5.01 most recently on or prior to the Company or such date) at any other Subsidiary; andtime outstanding;
(j) Liens imposed by law for Taxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days or that are being contested in compliance with Section 5.04;
(k) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractor’s and other like Liens not specifically listed above imposed by law, arising in the ordinary course of business and securing obligations that (i) are not overdue by more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other than Indebtednessaction has been taken to enforce such Liens or (ii) not to exceed $50,000,000 at any one time outstanding.are being contested in compliance with Section 5.04;
Appears in 1 contract
Liens. The Company Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any Subsidiary of its respective Consolidated Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofthereof (other than sales of delinquent or doubtful receivables and other than any transaction excluded from the definition of “Securitization Transaction” under the proviso thereto), except:
(a) Liens securing created under the Credit Facilities Documents or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Credit Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Goodyear or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Goodyear or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures secured on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Goodyear or any Subsidiary or existing on any property or asset of any Person that becomes shall have become a Subsidiary after the date hereof prior to the time such Person becomes became a Subsidiary; provided that (i) such Lien is secures Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Lien shall not have been created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (iiiii) such Lien shall not apply to any other property or assets of the Company Goodyear or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iiiiv) such Lien shall secure only those obligations which it secures shall have secured on the date of such acquisition or the date such Person becomes shall have become a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) Liens on assets acquired, constructed or improved by Goodyear or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of Goodyear or any Subsidiary;
(f) (i) Liens on assets of Foreign Subsidiaries securing Indebtedness incurred under Section 6.01(f) or in favor connection with Securitization Transactions of Foreign Subsidiaries permitted under Section 6.01(f), and (ii) in connection with Securitization Transactions permitted under Section 6.01(t); provided that no Lien described in clause (i) shall be permitted in respect of any Governmental Authority asset of the European J.V. or any the J.V. Subsidiary other than Liens (A) on assets not constituting Collateral and (B) securing Indebtedness or in connection with Securitization Transactions of the European J.V. and the J.V. Subsidiaries in an aggregate principal amount not to secure obligations pursuant to exceed $10,000,000 for all J.V. Subsidiaries organized under the provisions laws of any contract Slovenia or law$50,000,000 for the European J.V. and all the J.V. Subsidiaries taken together;
(g) rights of first refusal of the Company's joint venture partner in connection with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCSecuritization Transactions permitted under Section 6.01(g) and (r);
(h) Liens to secure obligations of the Company to any Subsidiary Guarantorin connection with Sale and Leaseback Transactions permitted by Section 6.03;
(i) Liens to secure on specific items of inventory or other goods (and proceeds thereof) securing obligations in respect of bankers’ acceptances issued for the account of Goodyear or a Subsidiary to facilitate the Company purchase, shipment or any storage of such items of inventory or other Subsidiary; andgoods;
(j) Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods;
(k) any interest of a lessor in property subject to an operating lease;
(l) Liens not specifically listed above securing obligations referred to in policies of title insurance with respect to Mortgaged Property (as defined in the First Lien Agreement) delivered to the Administrative Agent prior to the Effective Date;
(m) Liens on assets constituting Collateral under the First Lien Agreement (other than Indebtednessany such Collateral constituting Indenture Properties (as defined in the First Lien Guarantee and Collateral Agreement) or “manufacturing facilities” (as defined in the Swiss Franc Note Agreement), including Liens on Goodyear’s headquarters facilities in Akron, Ohio, created under any Senior Subordinated-Lien Indebtedness Security Documents to secure any Senior Subordinated-Lien Indebtedness incurred under Section 6.01(s);
(n) Liens on assets constituting Collateral under the First Lien Agreement securing Indebtedness incurred under Section 6.01(m) to refinance Indebtedness under the First Lien Agreement;
(o) Liens on assets constituting Collateral under the Second Lien Agreement securing Indebtedness incurred under Section 6.01(m) to refinance the Indebtedness under the Second Lien Agreement;
(p) other Liens on assets not to constituting Collateral; provided that the aggregate amount of the Indebtedness and other obligations secured by such Liens shall at no time exceed $50,000,000 at any one time outstanding50,000,000, of which no more than $25,000,000 shall be Indebtedness of the European J.V. and the J.V. Subsidiaries.
Appears in 1 contract
Samples: Term Loan and Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Liens. The Company will not, and nor will not it permit any Subsidiary to, create, incur, assume issue, assume, or permit guarantee any Indebtedness, if such Indebtedness is secured by a Lien upon or with respect to exist any Lien on Principal Property of the Company or any property or asset Subsidiary, now owned or hereafter acquired by itacquired, without in any such case effectively providing, concurrently with the incurrence, issuance, assumption or assign or sell any income or revenues (including accounts receivable) or rights in respect guarantee of any thereofsuch Indebtedness, exceptthat the Obligations shall be secured equally and ratably with (or prior to) such Indebtedness, for so long as such other Indebtedness shall be so secured, except that this Section 6.11 shall not apply to, and there shall be excluded from secured Indebtedness of the Company and any Subsidiary in any computation under this Section, Indebtedness of the Company or any Subsidiary secured by:
(a) Liens securing affecting property of any corporation existing at the time such corporation becomes a Subsidiary or deemed at the time it is acquired by the Company or a Subsidiary or arising thereafter pursuant to exist contractual commitments entered into prior to and not in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) contemplation of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01corporation's becoming a Subsidiary;
(b) Permitted EncumbrancesLiens existing at the time of acquisition of the property affected thereby, or Liens incurred to secure payment of all or part of the purchase price of such property or to secure Indebtedness incurred prior to, at the time of, or within 180 days after, the acquisition of such property for the purpose of financing all or part of the purchase price thereof (provided such Liens are limited to such property and improvements thereto);
(c) Liens in connection with Hedging Agreementsplaced into effect prior to, at the aggregate principal amount time of or within 180 days of completion of, construction of new facilities (or any improvements to existing facilities) to secure all or part of the obligations under cost of construction (or improvement) of such facilities, or to secure Indebtedness incurred to provide funds for any such purpose (provided such Liens are limited to the property or portion thereof upon which does not exceed $250,000,000the construction being so financed occurred and to improvements the cost of construction of which is being so financed);
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall Liens which secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof Indebtedness owing by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or to a wholly-owned Subsidiary;
(e) Liens required by any contract or statute in order to permit the Company or a Subsidiary to perform any contract or subcontract made by it with or at the request of the United States of America or any state thereof, or any department, agency, instrumentality or political subdivision of any of the foregoing, and Liens in favor of such entities on property owned or leased by the Company or a Subsidiary to secure (i) any Indebtedness incurred by the Company or such Subsidiary for the purpose of financing (including any industrial development bond financing) all or any part of the purchase price or the cost of constructing, expanding or improving the property subject thereto (provided such Liens are limited to the property or portion thereof upon which the construction being so financed occurred and to the improvements, the cost of construction of which is being so financed), or (ii) the cost needed to permit the attachment or removal of any equipment designed primarily for the purpose of air or water pollution control, provided that such Liens shall not extend to other property of the Company or any Subsidiary; andor
(jf) other Liens Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (a) through (e), inclusive of any Indebtedness secured thereby, provided that the principal amount of Indebtedness secured thereby shall not specifically listed exceed the principal amount of Indebtedness so secured at the time of such extension, renewal, or replacement. Notwithstanding the foregoing provisions of this Section 6.11, the Company or any of its Subsidiaries shall be entitled to incur, issue, assume or guarantee Indebtedness secured by a Lien which is not excepted by clauses (a) through (f) above without equally and ratably securing obligations the Obligations, provided that the aggregate amount of all Indebtedness then outstanding secured by such Lien and all similar Liens, plus all Attributable Debt of the Company and its Subsidiaries in respect of Sale and Lease-Back Transactions which, if treated as a Lien would not be excepted under (other than Indebtednessa) through (f) above, does not to exceed $50,000,000 at any one time outstanding10% of the Consolidated Assets of the Company.
Appears in 1 contract
Samples: Credit Agreement (Brown Forman Corp)
Liens. The Company will not, and will not permit any Subsidiary of its Consolidated Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company or any Subsidiary of its Consolidated Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.028.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary of its Consolidated Subsidiaries and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary of its Consolidated Subsidiaries or existing on any property or asset of any Person that becomes a Consolidated Subsidiary after the date hereof prior to the time such Person becomes a Consolidated Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Consolidated Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions its Consolidated Subsidiaries 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 Consolidated Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fd) Liens securing or consisting of Debt of the Company and its Consolidated Subsidiaries incurred to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with such acquisition, (ii) such Liens securing such Debt do not at any time encumber any property other than the property financed by such Debt and (iii) the principal amount of Debt secured by any such Lien shall at no time exceed 100% 67 62 of the original purchase price of such assets (in favor the case of any Governmental Authority to secure obligations pursuant to a purchase) or fair value of such property at the provisions of any contract or lawtime it was acquired (in all other cases);
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(he) Liens to secure obligations Debt of the Company and its Consolidated Subsidiaries not otherwise permitted by this Section 8.02, to any Subsidiary Guarantor;the extent that the aggregate Debt secured thereby does not exceed 15% of the Consolidated Net Tangible Assets of the Company and its Consolidated Subsidiaries; and
(if) Liens to secure obligations on assets of a any Consolidated Subsidiary of the Company (other than an Unguaranteed Borrower) securing indebtedness owed to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingConsolidated Subsidiary of the Company.
Appears in 1 contract
Samples: Credit Agreement (Amerada Hess Corp)
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Liens;
(b) Permitted EncumbrancesLiens created under the Revolving Credit Agreement on cash collateral provided by the borrowers under the Revolving Credit Agreement to an “Issuing Bank” in respect of “Collateralized Letters of Credit” (as such terms are defined in the Revolving Credit Agreement) as contemplated by Section 2.05(m) of the Revolving Credit Agreement;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.026.02 and any extensions, renewals or replacements thereof; provided that (i) no such Lien shall not apply to any other property or asset assets of the Company or any Subsidiary Subsidiary, other than improvements and accessions to the subject assets and proceeds thereof, and (ii) no such Lien shall secure only obligations other than those that it secured on the date hereof and permitted extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith);
(d) Liens on assets existing at the time such assets are acquired by the Company or a Subsidiary and any extensions, renewals or replacements thereof; provided that (i) no such Lien is created in contemplation of or in connection with any such acquisition, (ii) no such Lien shall apply to any other assets of the Company or any Subsidiary, other than improvements and accessions to the subject assets and proceeds thereof, and (iii) no such Lien shall secure obligations which other than those that it secures on the date hereof of such acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith);
(e) any Lien existing Liens on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset assets of any Person that becomes a Subsidiary after the date hereof prior to at the time such Person becomes a SubsidiarySubsidiary and any extensions, renewals and replacements thereof; provided that (i) no 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) no such Lien shall not apply to any other property or assets of the Company or any Subsidiary Subsidiary, other than improvements and accessions to the subject assets to which it originally applies and proceeds of such assetsthereof, improvements and accessions and (iii) no such Lien shall secure only obligations other than those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith);
(f) Liens in favor securing Indebtedness incurred to finance the acquisition, construction or improvement of any Governmental Authority fixed or capital assets (including Liens deemed to secure obligations pursuant exist in connection with Capital Lease Obligations) acquired after the date hereof to the provisions extent such Liens are created at the time of or within 180 days after the acquisition, or the completion of such construction or improvement, of such fixed or capital assets, and any contract Liens securing extensions, refinancings or lawreplacements of such Indebtedness that do not increase the outstanding principal amount thereof (except to the extent necessary to pay fees, expenses, underwriting discounts, accrued interest and prepayment penalties in connection therewith); provided that no such Lien shall apply to any assets of the Company or any Subsidiary, other than the subject fixed or capital assets, improvements and accessions thereto and proceeds thereof;
(g) rights customary Liens arising from or created in connection with the issuance of first refusal trade letters of credit for the account of the Company's joint venture partner Company or any Subsidiary supporting obligations not constituting Indebtedness; provided that such Liens encumber only the raw materials, inventory, machinery or equipment in connection with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCpurchase of which such letters of credit are issued;
(h) Liens on assets of Subsidiaries securing obligations owed to secure obligations of the Company to any Subsidiary Guarantoror one or more other Subsidiaries;
(i) Liens on cash collateral or government securities to secure obligations under Hedging Agreements; provided that the aggregate value of a Subsidiary to any collateral so pledged does not exceed US$30,000,000 in the Company or aggregate at any other Subsidiarytime; and
(j) other Liens not specifically listed above securing or deemed to exist in connection with Indebtedness and other obligations (including Liens deemed to exist in connection with the principal amount of Securitization Transactions); provided that the sum, without duplication, of (i) the aggregate principal amount of the outstanding Indebtedness secured by Liens permitted by this clause (j), (ii) the aggregate principal amount of the outstanding Indebtedness and the aggregate liquidation preference value of the outstanding preferred stock and other than Indebtednesspreferred equity interests permitted by Section 6.01(h) and (iii) the Attributable Debt in respect of Sale-Leaseback Transactions permitted by Section 6.03(b) does not to exceed $50,000,000 at any one time outstandingexceed the greater of (A) US$500,000,000 and (B) 15% of Consolidated Stockholders’ Equity.
Appears in 1 contract
Liens. The Company will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.028.02; provided PROVIDED that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided 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 Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 8.01(b), (ii) such security interests and extensionsthe Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, renewals (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and replacements thereof that do (iv) such security interests shall not increase apply to any other property or assets of the outstanding principal amount thereofCompany or any Subsidiary;
(e) Liens securing Senior Debt; and
(f) additional Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract securing Indebtedness or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure other obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to and its Subsidiaries incurred after the Company or any other Subsidiary; and
(j) other Liens Closing Date in an aggregate amount not specifically listed above securing obligations (other than Indebtedness) not to exceed exceeding $50,000,000 at any one time outstanding2,000,000.
Appears in 1 contract
Samples: Senior Subordinated Note Purchase Agreement (Nuco2 Inc /Fl)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; 7.02, provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and Subsidiary; (ii) such Lien shall secure only those obligations which it secures on the date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (iii) such lien secures Indebtedness that is authorized by Section 7.01(a)(ii) of this Agreement;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may beapplicable, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may beapplicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fe) Liens in favor of on fixed or capital assets acquired, constructed or improved by the Borrower or any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
Subsidiary, provided that (i) Liens such security interests secure Indebtedness permitted by clause (iii) of Section 7.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to secure obligations or within ninety (90) days after such acquisition or the completion of a Subsidiary such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company Borrower or any other Subsidiary; and
(jf) other Liens not specifically listed above securing obligations to secure Indebtedness permitted by clause (other than Indebtednessxii) not to exceed $50,000,000 at any one time outstandingof Section 7.01(a).
Appears in 1 contract
Samples: Credit Agreement (Lecroy Corp)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens on any property or asset of a Subsidiary securing Indebtedness of such Subsidiary to the Borrower or to another Subsidiary;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02Second Restatement Effective Date; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary other than extensions and accessions thereto and (ii) such Lien shall secure only those obligations which it secures on the date hereof Second Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted by Section 6.01(g);
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Second Restatement Effective Date 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements extensions and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions thereto 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, refinancings and replacements thereof that do not increase the outstanding principal amount thereof by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing;
(e) Liens arising under Securitization Transactions entered into on lease and other accounts receivable sold or transferred pursuant to such Securitization Transactions or on interests retained by the Borrower or any Subsidiary in any securitization vehicle utilized to effect such a Securitization Transaction;
(f) any Lien given to secure Indebtedness or other obligations (including, in the case of Subsidiaries, Indebtedness incurred pursuant to Section 6.01(e)) incurred to finance the payment of the purchase price, construction cost or improvement cost of the acquisition, construction or improvement of assets; provided that (i) such Lien shall attach solely to the assets acquired, constructed or improved (including any assets which are attached or otherwise adjoining such assets), (ii) such Lien has been created or incurred by the Borrower or a Subsidiary simultaneously with, or within one year after, the date of acquisition, construction or improvement of such assets, (iii) the Indebtedness or other obligations secured thereby shall not exceed the amount of such purchase price or cost of the asset and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition, construction or improvement of assets, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(f) Liens thereof by more than the amount of accrued interest thereon and fees, expenses and premiums paid in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawconnection with such refinancing;
(g) rights of first refusal other Liens securing Indebtedness or other obligations of the Company's joint venture partner with Borrower or any Subsidiary; provided that the sum, without duplication, at any time of (i) the aggregate outstanding principal amount of Indebtedness and other obligations secured by Liens permitted by this clause (g) plus (ii) the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 6.01(g), plus (iii) the outstanding Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03 shall not exceed at any one time the greater of $700,000,000 and 12.5% of Consolidated Net Tangible Assets as of the most recent fiscal quarter end for which financial statements of the Borrower have been delivered pursuant to the Company's Equity Interests in Rocky Mountain Metal Container LLC;Section 5.01(a) or (b); and
(h) Liens to secure obligations in respect of Indebtedness incurred in connection with the Company to extension of maturity of, or refunding or refinancing of, in whole or in part, any Subsidiary Guarantor;
secured Indebtedness incurred under Section 6.02(g), provided that (i) such extension of, or refunding or refinancing shall not increase the principal amount of the secured Indebtedness or Attributable Debt being extended, or refunded or refinanced by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such extension, refunding or refinancing and (ii) any such secured Indebtedness will be deemed to utilize the basket referred to in Section 6.02(g), but such secured Indebtedness (and the Liens in respect thereof) shall be permitted even if the such secured Indebtedness is incurred at a time when such secured Indebtedness would not otherwise be permitted to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingbe incurred under such clause.
Appears in 1 contract
Samples: Five Year Credit Agreement (Hp Inc)
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Principal Property now owned or hereafter acquired by it, it to secure Indebtedness of the Company or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofSubsidiary, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02hereof; provided that (i) such Lien shall not apply to cover any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement);
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to cover any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 thereofthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement);
(fd) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract on fixed or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and (ii) such Liens shall not cover any other Subsidiaryproperty or assets of the Company or any Subsidiary or secure any Indebtedness other than the Indebtedness incurred to finance the acquisition, construction or improvement of such fixed or capital assets, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement); and
(je) other Liens not specifically listed above securing obligations otherwise permitted hereunder; provided that, at the time of the creation, incurrence or assumption of any Indebtedness secured by any Lien and after giving effect thereto, the sum (other than Indebtednesswithout duplication) of (A) the aggregate outstanding principal amount of Indebtedness created, incurred or assumed pursuant to Section 6.02(b)(viii) and (B) the aggregate outstanding principal amount of Indebtedness secured by Liens permitted under this clause (e), does not exceed an amount equal to exceed $50,000,000 10% of Tangible Net Worth at any one time outstandingsuch time.
Appears in 1 contract
Samples: Credit Agreement (Hubbell Inc)
Liens. The Company will not(a) Except as provided in clauses (i) through (xxviii) below, and will not permit neither the Borrower nor any Subsidiary to, of its Subsidiaries may create, incur, assume or permit otherwise have outstanding or suffer to exist any Lien upon any asset or property belonging to the Borrower or any of its Subsidiaries, whether such asset or property is owned by the Borrower or any of its Subsidiaries on any property the Second Amendment and Restatement Effective Date or asset now owned or hereafter acquired by itin the future, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, exceptother than the following:
(ai) Liens securing in favor of (x) the Administrative Agent to secure the Obligations or deemed (y) any L/C Issuer to exist Cash Collateralize any Defaulting Xxxxxx’s participation in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Obligations hereunder;
(bii) Permitted EncumbrancesLiens in favor of the Borrower or any of its Subsidiaries;
(ciii) Liens in connection with Hedging Agreements, the aggregate principal amount on property to secure all or part of the obligations under which does not exceed $250,000,000;
cost of acquiring, substantially repairing or altering, constructing, developing or substantially improving such property, or to secure Indebtedness incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose; provided (dA) any Lien on any property or asset the commitment of the Company or creditor to extend the credit secured by any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall have been obtained not apply to any other later than twelve months after the later of (x) the completion of the acquisition, substantial repair or alteration, construction, development or substantial improvement of such property or asset (y) the placing in operation of the Company such property or any Subsidiary of such property as so substantially repaired or altered, constructed, developed or substantially improved and (iiB) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien Liens shall not apply to any other property or assets of the Company Borrower or any Subsidiary (other than improvements, accessions, proceeds or dividends or distributions in respect thereof);
(iv) Liens existing on property at the time of its acquisition or existing on property of a Person at the time such Person is merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such acquisition, merger, consolidation or investment and do not extend to any assets other than such acquired property or those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary (plus improvements, accessions, proceeds or dividends or distributions in respect thereof);
(v) any Lien required to be given or granted by any Subsidiary pursuant to the terms of any agreement entered into by such Subsidiary prior to the date on which it became a Subsidiary; provided that any such Lien does not extend to any other property or asset, other than improvements to the property or asset subject to such Lien;
(vi) Liens existing as of the Second Amendment and accessions Restatement Effective Date and, with respect to each such Lien securing Indebtedness in an aggregate committed or principal amount in excess of $15,000,000, listed on Schedule 7.01;
(vii) extensions, renewals, alterations, refinancings or replacements of any Lien referred to in the preceding clauses (iii) through (vi) above; provided, however, that (A) the amount of obligations secured thereby shall not exceed the amount of obligations so secured at the time of such extension, renewal, alteration or replacement, plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such extension, renewal, alteration or replacement and (B) such extension, renewal, alteration, refinancing or replacement shall be limited to all or a part of the property or assets which secured the Lien so extended, renewed, altered or replaced (plus improvements on such property or assets);
(viii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 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 to the extent required under GAAP;
(ix) Liens attaching to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement permitted hereunder and Xxxxx on cash deposits held in escrow accounts pursuant to the terms of any purchase agreement permitted hereunder;
(x) Liens on cash and Cash Equivalents (A) securing Swap Contracts not entered into for speculative purposes and (B) securing letters of credit entered into in the ordinary course of business; provided, that the aggregate amount of such cash and Cash Equivalents shall at no time exceed $100.0 million;
(xi) banker’s liens, rights of setoff and other similar Liens that are customary in the banking industry and existing solely with respect to cash and other amounts on deposit in one or more accounts (including securities accounts) maintained by the Borrower or its Subsidiaries;
(xii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation;
(xiii) deposits to secure the performance of tenders, bids, trade contracts and leases, statutory or regulatory obligations, surety bonds, insurance obligations, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(xiv) minor defects or minor imperfections in title, and zoning, land use and similar restrictions and easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(xv) Liens securing judgments not constituting an Event of Default under Section 8.01(h), or securing appeal or other surety bonds or performance bonds (or similar instruments) related to such judgments;
(xvi) Liens for taxes, assessments or other 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;
(xvii) leases, licenses, subleases or sublicenses (including with respect to IP Rights) granted to other Persons in the ordinary course of business which do not (A) interfere in any material respect with the business of the Borrower and its Subsidiaries or (B) secure any Indebtedness for borrowed money;
(xviii) any interest or title of (A) a lessor or sublessor under any lease or sublease or (B) a licensor or sublicensor under any license or sublicense, in each case entered into in the ordinary course of business, so long as such interest or title relate solely to the assets to which it originally applies subject thereto;
(xix) Liens of a collecting bank arising under Section 4-208 (or its equivalent) of the Uniform Commercial Code of any applicable jurisdiction on items in the course of collection and documents and proceeds related thereto;
(xx) Liens arising from precautionary filings of financing statements under the Uniform Commercial Code of any applicable jurisdiction in respect of operating leases or consignments entered into by the Borrower or its Subsidiaries in the ordinary course of business;
(xxi) Liens in the nature of trustee’s Liens granted pursuant to any indenture governing any permitted Indebtedness for borrowed money, in each case in favor of the trustee under such assetsindenture and securing only obligations to pay compensation to such trustee, improvements to reimburse its expenses and accessions and (iii) such Lien shall secure only those obligations which to indemnify it secures on under 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 terms thereof;
(fxxii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(xxiii) assignments of accounts or other rights to receive income to the extent constituting a Sale/Leaseback Transaction permitted under Section 7.04;
(xxiv) escrow deposits of source code in the ordinary course of business in connection with the licensing of IP Rights by the Borrower or any of its Subsidiaries to their customers;
(xxv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sales of goods entered into by the Borrower or its Subsidiaries in the ordinary course of business;
(xxvi) Liens in favor of any Governmental Authority customs and revenue authorities arising as a matter of law to secure obligations pursuant to payment of customs duties in connection with the provisions importation of any contract or lawgoods;
(gxxvii) rights 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 first refusal business and not for speculative purposes; and
(xxviii) a Lien (including successive extensions, renewals, alterations or replacements thereof) not excepted by clauses (i) through (xxvii) above; provided that after giving effect thereto, Exempted Debt does not exceed the greater of (A) $500.0 million and (B) 30.0% of Consolidated EBITDA for the Company's joint venture partner Measurement Period, determined on a Pro Forma Basis, in each case, measured at the date of any Incurrence of Exempted Debt.
(b) In the event that a Lien meets the criteria of more than one of clauses of (i) through (xxviii) above, the Borrower, in its sole discretion, will be permitted to classify such Lien (or portion thereof) at the time of its Incurrence in any manner that complies with respect this Section 7.01. In addition, any Lien (or portion thereof) originally classified as Incurred pursuant to any of clauses (i) through (xxviii) above may later be reclassified by the Borrower, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other of such clauses to the Company's Equity Interests in Rocky Mountain Metal Container LLC;extent that such reclassified Lien (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification.
(hc) Liens to secure obligations For purposes of the Company to any Subsidiary Guarantor;this covenant:
(i) Liens accrual of interest, accrual of dividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to secure obligations be an Incurrence of the indebtedness secured by the relevant Lien;
(ii) in determining compliance with any U.S. dollar-denominated restriction on the securing of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a Subsidiary to foreign currency shall be calculated based upon the Company or any other Subsidiaryrelevant currency exchange rate in effect on the date such indebtedness was Incurred; and
(jiii) other Liens the maximum amount of Indebtedness that the Borrower and its Subsidiaries may secure shall not specifically listed above securing obligations (other than Indebtedness) not be deemed to exceed $50,000,000 at any one time outstandingbe exceeded solely as a result of fluctuations in the exchange rate of currencies.
Appears in 1 contract
Samples: Credit Agreement (MSCI Inc.)
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens created pursuant to any Loan Document, including the Secured Obligations;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary (other than proceeds and replacements of such property or assets and additions and accessions thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted under Section 6.01(b);
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary (other than improvements proceeds and replacements of such property or assets and additions and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions thereto) 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, be and extensions, renewals and replacements thereof permitted pursuant to Section 6.01;
(e) Liens on fixed or capital assets acquired, constructed, developed, restored, replaced, maintained or improved by the Borrower or any Subsidiary (including any such assets made the subject of a Finance Lease Obligation); provided that do (i) such security interests secure Indebtedness permitted by clause (f) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not increase exceed the outstanding principal amount thereofcost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary (other than any replacements of such property or assets and additions and accessions thereto and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender and permitted under Section 6.01(f), other equipment financed by such lender and permitted under Section 6.01(f));
(f) Liens in favor arising out of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawsale and leaseback transactions permitted by Section 6.11;
(g) bankers liens, rights of first refusal set-off and similar Liens incurred on deposits made in the ordinary course of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCbusiness;
(h) Liens on deposits pursuant to Swap Agreements to secure obligations of thereunder to the Company to any Subsidiary Guarantorextent such Swap Agreements are permitted hereunder;
(i) Liens leases, subleases, and non-exclusive licenses or sublicenses granted to secure obligations third parties in the ordinary course of a Subsidiary business, and exclusive licenses granted to third parties; provided that the Company or fair market value of all property for which exclusive licenses (other than intercompany exclusive licenses between and/or among the Borrower and its Subsidiaries (including Unrestricted Subsidiaries)) are granted shall not exceed $10,000,000 at any other Subsidiary; andtime during the term of this Agreement;
(j) 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;
(k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;
(l) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder;
(m) Liens arising solely on any cxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(n) Liens in connection with cash collateral for letters of credit securing real property leases;
(o) in connection with the sale or transfer of any other assets in a transaction permitted under Section 6.12, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;
(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by Borrower or any Subsidiaries in the ordinary course of business;
(q) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance;
(r) other Liens; provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (r) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not specifically listed above securing exceed the greater of (x) $7,500,000 and (y) 11.5% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available and to the extent such Indebtedness is permitted under Section 6.01(l);
(s) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness or other obligations (other than Indebtedness) not owed by such Subsidiary to exceed $50,000,000 at any one time outstanding.such Loan Party;
Appears in 1 contract
Samples: Credit Agreement (Mimecast LTD)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) : Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) ; any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) ; any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) ; Liens in favor of on fixed or capital assets acquired, constructed or improved by the Borrower or any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
Subsidiary; provided that (i) Liens such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to secure obligations or within ninety (90) days after such acquisition or the completion of a Subsidiary such construction or improvement and (iii) such security interests shall not apply to any other property or assets of the Company Borrower or any other Subsidiary; and
(j) other and Liens not specifically listed above securing otherwise permitted by this Section 6.02 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (other than Indebtednessii) not the aggregate fair market value (determined as of the date such Lien is incurred) of the assets of the Borrower and all Subsidiaries subject to exceed such Liens exceeds $50,000,000 2,000,000 at any one time outstandingtime.
Appears in 1 contract
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired owned by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof hereof;
(b) easements, rights-of-way, minor defects or irregularities in title and other similar encumbrances having no material adverse effect on the use or value of property or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset the conduct of the Company Borrower's business;
(c) unexercised liens for taxes not delinquent or any Subsidiary being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained;
(iid) mechanics, suppliers, materialmen's and similar liens arising in the ordinary course of business which are being contested in good faith by appropriate action so long as the execution of such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofliens has been stayed;
(e) deposits to secure workers' compensation, unemployment insurance, environmental liabilities and other similar items to the extent required by applicable law and not securing indebtedness;
(f) Liens on equipment arising from capital leases;
(g) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests and the Debt secured thereby are incurred prior to secure obligations or within 45 days after such acquisition or the completion of such construction or improvement and (ii) such security interests shall not apply to any other property or assets of the Company to Borrower or any Subsidiary GuarantorSubsidiary;
(i) Liens to on office buildings and research facilities;
(j) Liens which secure obligations of Debt owing by a Subsidiary to the Company Borrower or another Subsidiary;
(k) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Liens referred to in the foregoing clauses (a), (f), (g), (h), (i) and (j), provided that the principal amount of the Debt secured thereby shall not exceed the principal amount of the Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Liens shall be limited to all or part of substantially the same property which secured the Liens extended, renewed or replaced (plus improvements on such property);
(l) Liens on Excess Margin Stock, if any, with Excess Margin Stock determined on the date a Lien on such Excess Margin Stock is affixed;
(m) the entry into indemnity agreements in connection with the issuance of surety bonds by one or more insurance companies at the request of Borrower or a Subsidiary;
(n) Liens on funds received pursuant to the Proposed Transactions in connection with defeasing, discharging or otherwise providing for the repurchase or repayment of Debt of the Borrower or any Subsidiary outstanding at the time the Proposed Transactions are consummated
(o) following consummation of the Proposed Transactions, Liens on cash, cash equivalents or other Subsidiaryinvestments that are contractual rights to set-off relating to the establishment of depository or similar relations with banks and other financial institutions not given in connection with the issuance of Debt;
(p) following consummation of the Proposed Transactions, Liens on cash, cash equivalents or other investments arising by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights; and
(jq) in addition to the foregoing, any other Liens securing Debt which in the aggregate amount does not specifically listed above securing obligations (other than Indebtedness) not exceed an amount equal to exceed $50,000,000 10% of Consolidated assets of the Borrower as at any one time outstandingthe end of the then most recently completed fiscal quarter as reflected on the financial statements delivered pursuant hereto.
Appears in 1 contract
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;
(d) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes became a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiaryparty to this Agreement, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions Borrower 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 Subsidiaryparty to this Agreement, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(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 covering only the items being collected upon and rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts or securities accounts in the ordinary course of business;
(f) Liens granted in favor the ordinary course of any Governmental Authority to secure obligations pursuant to business on the provisions unearned portion of any contract or lawinsurance premiums securing the financing of insurance premiums;
(g) rights Liens solely on any xxxx xxxxxxx money deposits made by Borrower or any of first refusal its Subsidiaries in connection with any letter of the Company's joint venture partner intent or purchase agreement with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCa Permitted Acquisition;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor(i) assumed by Borrower or its Subsidiaries in connection with a Permitted Acquisition that secures Acquired Indebtedness permitted under Section 6.01(e) or (p) and (ii) Liens securing Indebtedness permitted under Section 6.01(q);
(i) Liens to secure obligations of granted by a Subsidiary in favor of the Borrower in respect of Indebtedness owed by such Subsidiary;
(j) Liens that are replacements of any of the Liens otherwise permitted under this Section 6.02 to the Company or any other Subsidiaryextent that the original Indebtedness is replaced with Refinance Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness;
(k) Liens on interests the Borrower holds in a lender providing Indebtedness under Section 6.01(i) and securing such Indebtedness; and
(jl) additional Liens so long as the principal amount of Indebtedness and other Liens obligations and liabilities secured thereby does not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 15,000,000 in the aggregate at any one time outstanding.
Appears in 1 contract
Samples: Credit Agreement (SJW Group)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (ed) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $US$250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal Liens to secure obligations of the Company's joint venture partner with respect Borrower to the Company's Equity Interests in Rocky Mountain Metal Container LLCany Subsidiary Guarantor;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company Borrower or any other Subsidiary; and
(ji) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $US$50,000,000 at any one time outstanding.
Appears in 1 contract
Samples: 364 Day Bridge Loan Agreement (Molson Coors Brewing Co)
Liens. The Company Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created under the Loan Documents and Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;Section 6.01(h);
(b) Permitted Encumbrances;Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on in Schedule 6.02; 6.02 to the Disclosure Letter; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;Effective Date;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that is merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries or becomes a Subsidiary after the date hereof Effective Date prior to the time such Person is so merged or consolidated or becomes a Subsidiary; 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 Company Borrower or any Restricted Subsidiary (other than improvements improvements, accessions, proceeds, dividends or distributions in respect thereof and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions fixed or appurtenant thereto) 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 Restricted Subsidiary, as the case may bebe;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary, including Liens deemed to exist in respect of assets subject to Capital Lease Obligations; provided that (i) such Liens secure Indebtedness permitted by Section 6.01(f), (ii) such Liens and extensionsthe Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement, renewals (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and replacements (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); provided that do not increase the outstanding principal amount thereof;individual financings provided by a lender may be cross collateralized to other financings provided by such lender or its affiliates;
(f) Liens in favor securing Intercompany Indebtedness permitted under Section 6.01(d) (other than Liens on Collateral securing Intercompany Indebtedness of any Governmental Authority the Borrower or a Guarantor owing to secure obligations pursuant to the provisions of any contract or law;a non-Guarantor Restricted Subsidiary);
(g) rights of first refusal of the Company's joint venture partner any Lien with respect to the Company's Equity Interests Permitted Refinancing Indebtedness referred to in Rocky Mountain Metal Container LLC;clauses (c), (d) and (e) of this Section 6.02;
(h) Liens to secure obligations on insurance policies and proceeds thereof securing the financing of the Company to any Subsidiary Guarantor;premiums with respect thereto;
(i) (i) Liens to secure obligations on assets of a Subsidiary to Restricted Subsidiaries that are not Guarantors securing Indebtedness permitted under Section 6.01(j), and (ii) Liens on the Company or any other Subsidiary; andEquity Interests of Unrestricted Subsidiaries;
(j) Liens in favor of a seller solely on any cxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Permitted Acquisition or other Investment permitted hereunder;
(k) Liens that are contractual, statutory, or common law rights of set-off relating to (i) the establishment of depository relations or securities accounts in the ordinary course of business with banks or financial institutions not given in connection with the issuance of Indebtedness or (ii) pooled deposit or sweep accounts of the Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries;
(l) (i) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection and (ii) other Liens securing cash management obligations and any obligations under Cash Management Agreements (that do not specifically listed above constitute Indebtedness) in the ordinary course of business; and
(m) Liens securing obligations Indebtedness permitted under Section 6.01(n) and attaching only to the proceeds of the applicable insurance policy;
(n) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of the Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness;
(o) any interest or title of a lessor under leases (other than Indebtednessleases constituting Capital Lease Obligations) entered into by any of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
(p) additional Liens incurred by the Borrower and its Restricted Subsidiaries so long as at the time of incurrence of the obligations secured thereby the aggregate outstanding principal amount of Indebtedness and other obligations secured thereby do not exceed the greater of $41,000,000 and 35% of Consolidated EBITDA for the most recently ended Test Period as of such time at such time; and
(q) Liens securing obligations in respect of Indebtedness permitted to exceed $50,000,000 at be incurred pursuant to clauses (i) or (ii) of the definition of “Permitted Ratio Debt”; provided that any such Liens on the Collateral shall be subject to the applicable Intercreditor Agreement. For purposes of determining compliance with this Section 6.02, if any Lien (or a portion thereof) would be permitted pursuant to one time outstandingor more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Encumbrances”, the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.
Appears in 1 contract
Samples: Credit Agreement (LendingTree, Inc.)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 SubsidiarySubsidiary (or any refinancing or replacement of such obligation which does not increase the principal amount of any such obligations), as the case may be;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.1, (ii) such security interests and extensionsthe Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, renewals (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and replacements thereof (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and
(e) any Liens in the form of cash collateral securing letters of credit; provided that do the Indebtedness secured thereby shall not increase the outstanding principal amount thereof;exceed $10,000,000; and
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
securing Indebtedness permitted by clause (h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingSection 6.1.
Appears in 1 contract
Liens. The Company Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created under the Loan Documents and Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.016.01(h);
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofEffective Date;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that is merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries or becomes a Subsidiary after the date hereof Effective Date prior to the time such Person is so merged or consolidated or 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Restricted Subsidiary (other than improvements improvements, accessions, proceeds, dividends or distributions in respect thereof and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions fixed or appurtenant thereto) 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 Restricted Subsidiary, as the case may be;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary, including Liens deemed to exist in respect of assets subject to Capital Lease Obligations; provided that (i) such Liens secure Indebtedness permitted by Section 6.01, (ii) such Liens and extensionsthe Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement, renewals (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and replacements (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); provided that do not increase the outstanding principal amount thereofindividual financings provided by a lender may be cross collateralized to other financings provided by such lender or its affiliates;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law[reserved];
(g) rights extensions, renewals or replacements of first refusal any Lien referred to in clauses (c), (d) and (e) of this Section; provided that the principal amount of the Company's joint venture partner with respect Indebtedness or obligations secured thereby is not increased and that any such extension, renewal or replacement is limited to the Company's Equity Interests in Rocky Mountain Metal Container LLCassets originally encumbered thereby;
(h) Liens to secure obligations on insurance policies and proceeds thereof securing the financing of the Company to any Subsidiary Guarantorpremiums with respect thereto;
(i) (i) Liens on assets of Foreign Subsidiaries that are Restricted Subsidiaries securing Indebtedness permitted under Section 6.01(j), (ii) Liens securing Indebtedness permitted under Section 6.01(h) and (iii) Liens on the Collateral securing Indebtedness permitted under Section 6.01(i) having a junior priority relative to secure obligations the Liens securing the Obligations and subject to an applicable Intercreditor Agreement;
(j) Liens in favor of a seller 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 with respect to any Permitted Acquisition or other Investment permitted hereunder;
(k) Liens that are contractual or common law rights of set-off relating to (i) the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness or (ii) pooled deposit or sweep accounts of the Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Company ordinary course of business of the Borrower and its Restricted Subsidiaries;
(l) (i) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection and (ii) other Liens securing cash management obligations and any other Subsidiaryobligations under Cash Management Agreements (that do not constitute Indebtedness) in the ordinary course of business; and
(jm) other Liens securing Indebtedness permitted under Section 6.01(n) and attaching only to the proceeds of the applicable insurance policy;
(n) leases, licenses, subleases or sublicenses granted to others that do not specifically listed above securing obligations (A) interfere in any material respect with the business of the Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness;
(o) any interest or title of a lessor under leases (other than Indebtednessleases constituting Capital Lease Obligations) entered into by any of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
(p) additional Liens incurred by the Borrower and its Restricted Subsidiaries so long as at the time of incurrence of the obligations secured thereby the aggregate outstanding principal amount of Indebtedness and other obligations secured thereby do not exceed the greater of $25,000,000 and 5% of Consolidated EBITDA for the most recently ended Test Period for which financial statements have been delivered pursuant to exceed $50,000,000 Section 5.01 at such time; and
(q) additional Liens securing Indebtedness permitted under Section 6.01(q) which rank junior to the Liens securing the Secured Obligations to, so long as the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 at the time such Indebtedness is incurred on a Pro Forma Basis is no greater than 4.00 to 1.00. For purposes of determining compliance with this Section 6.02, if any Lien (or a portion thereof) would be permitted pursuant to one time outstandingor more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Encumbrances,” the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.
Appears in 1 contract
Samples: Credit Agreement (Adeia Inc.)
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.026C; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 SubsidiarySubsidiary , as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;; and
(fd) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract on fixed or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to capital assets acquired, constructed or improved by the Company or any other Subsidiary; and
provided that (ji) such security interests secure Indebtedness permitted by clause (e) of paragraph 6B, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at property or assets of the Company or any one time outstandingSubsidiary.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Spartan Motors Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary to the extent existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Fourth Restatement Closing Date and set forth on in Schedule 6.02; 7.2, provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Fourth Restatement Closing Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(i) Liens to secure the Indebtedness permitted by Section 7.1(e), (l), (m), (n), (o) or (r) and (ii) Liens (other than Liens on Collateral) to secure the Indebtedness permitted by Section 7.1(h) or (j);
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Fourth Restatement Closing Date prior to the time such Person became or 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 Subsidiary, as the case may beapplicable, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assetsSubsidiary, improvements and accessions and (iii) such Lien shall secure only those the Indebtedness and other obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may beapplicable, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofany Other Refinancing Indebtedness in respect of such Indebtedness;
(f) Liens in favor any encumbrance or restriction (including, without limitation, put and call agreements and transfer restrictions, but not other Liens) with respect to the Equity Interest of any Governmental Authority to secure obligations joint venture or similar arrangement created pursuant to the provisions of any contract joint venture or lawsimilar agreements with respect to such joint venture or similar arrangement;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests other Liens securing obligations in Rocky Mountain Metal Container LLCan aggregate amount not exceeding $5,000,000 at any one time outstanding;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;[reserved]; and
(i) Liens on the property of any Securitization Entity pursuant to secure obligations a Securitization, the sale of accounts receivable pursuant to a Subsidiary to Securitization, and Liens resulting from the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingcharacterization of such sale as secured indebtedness.
Appears in 1 contract
Samples: Credit Agreement (Gci Liberty, Inc.)
Liens. The Company Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created under the Loan Documents and Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.016.01(h);
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofEffective Date;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that is merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries or becomes a Subsidiary after the date hereof Effective Date prior to the time such Person is so merged or consolidated or 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Restricted Subsidiary (other than improvements improvements, accessions, proceeds, dividends or distributions in respect thereof and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions fixed or appurtenant thereto) 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 Restricted Subsidiary, as the case may be;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary, including Liens deemed to exist in respect of assets subject to Capital Lease Obligations; provided that (i) such Liens secure Indebtedness permitted by Section 6.01, (ii) such Liens and extensionsthe Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement, renewals (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and replacements (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); provided that do not increase the outstanding principal amount thereofindividual financings provided by a lender may be cross collateralized to other financings provided by such lender or its affiliates;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law[reserved];
(g) rights extensions, renewals or replacements of first refusal any Lien referred to in clauses (c), (d) and (e) of this Section; provided that the principal amount of the Company's joint venture partner with respect Indebtedness or obligations secured thereby is not increased and that any such extension, renewal or replacement is limited to the Company's Equity Interests in Rocky Mountain Metal Container LLCassets originally encumbered thereby;
(h) Liens to secure obligations on insurance policies and proceeds thereof securing the financing of the Company to any Subsidiary Guarantorpremiums with respect thereto;
(i) (i) Liens on assets of Foreign Subsidiaries that are Restricted Subsidiaries securing Indebtedness permitted under Section 6.01(j), (ii) Liens securing Indebtedness permitted under Section 6.01(h) and (iii) Liens on the Collateral securing Indebtedness permitted under Section 6.01(i) having a junior priority relative to secure obligations the Liens securing the Obligations and subject to an applicable Intercreditor Agreement;
(j) Liens in favor of a seller 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 with respect to any Permitted Acquisition or other Investment permitted hereunder;
(k) Liens that are contractual or common law rights of set-off relating to (i) the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness or (ii) pooled deposit or sweep accounts of the Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Company ordinary course of business of the Borrower and its Restricted Subsidiaries;
(l) (i) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection and (ii) other Liens securing cash management obligations and any other Subsidiaryobligations under Cash Management Agreements (that do not constitute Indebtedness) in the ordinary course of business; and
(jm) other Liens securing Indebtedness permitted under Section 6.01(n) and attaching only to the proceeds of the applicable insurance policy;
(n) leases, licenses, subleases or sublicenses granted to others that do not specifically listed above securing obligations (A) interfere in any material respect with the business of the Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness;
(o) any interest or title of a lessor under leases (other than Indebtednessleases constituting Capital Lease Obligations) entered into by any of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
(p) additional Liens incurred by the Borrower and its Restricted Subsidiaries so long as at the time of incurrence of the obligations secured thereby the aggregate outstanding principal amount of Indebtedness and other obligations secured thereby do not exceed the greater of $25,000,000 and 5% of Consolidated EBITDA for the most recently ended Test Period at anyfor which financial statements have been delivered pursuant to exceed $50,000,000 Section 5.01 at such time; and
(q) additional Liens securing Indebtedness permitted under Section 6.01(q) which rank junior to the Liens securing the Secured Obligations to, so long as the Total Net Leverage Ratio as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01 or Section 4.01(k) at the time such Indebtedness is incurred on a Pro Forma Basis is no greater than 4.00 to 1.00. For purposes of determining compliance with this Section 6.02, if any Lien (or a portion thereof) would be permitted pursuant to one time outstandingor more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Encumbrances,” the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.
Appears in 1 contract
Liens. The Company Holdings and CAIS, Inc. will not, and Holdings ----- will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Holdings, CAIS, Inc. or any Subsidiary and (ii) such Lien shall secure only those obligations which that it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company CAIS, Inc. or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 SubsidiarySubsidiary , as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Holdings, CAIS, Inc. or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iii) such Lien shall secure only those obligations which that 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;
(fe) other Liens in favor of any Governmental Authority referred to secure obligations pursuant on Schedule 6.02A (which shall be subject to the provisions of any contract or law;
(g) rights of first refusal mutual agreement of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiaryparties hereto); and
(jf) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed exceeding $50,000,000 1,000,000 at any one time outstanding.
Appears in 1 contract
Liens. The Company Borrower will not, and will not permit any Subsidiary of the Subsidiaries to, incur, create, incur, assume or permit to exist any Lien on upon any of its accounts receivable, contract rights, chattel paper, inventory, equipment, instruments, general intangibles or other property or asset assets of any character, whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues receivables (including accounts receivable) or rights in respect of any thereof, except:
other than (a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c)Permitted Liens, (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on Schedule 6.02; 6.06, provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien Liens shall secure only those obligations which it secures they secure on the date hereof Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
thereof and (eii) any Lien existing on any property or asset prior such Liens shall extend only to the acquisition thereof assets to which they apply on the Effective Date, (c) Liens on property, plant and equipment acquired, constructed or improved by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of Liens and the Indebtedness secured thereby are incurred prior to or in connection with within 90 days after such acquisition or the completion of such Person becoming a Subsidiary, as the case may be, construction or improvement and (ii) such Lien Liens shall not apply to any other property or assets of the Company Borrower or any Subsidiary Subsidiary, (d) Liens securing Indebtedness permitted under Section 6.03(a)(E) and (e) Liens (other than improvements Liens on any Equity Interests of any Subsidiary or other Person that is required to be pledged under the Collateral and accessions to Guarantee Agreement) that are not permitted by any other clause of this Section 6.06; provided that at the assets to which it originally applies and proceeds time any Lien is created under this clause (e), the aggregate amount of such assetsLien and all other Liens permitted under this clause (e) (measured, improvements and accessions and (iii) as to each such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiaryLien, as the case may belesser of the amount secured by such Lien and the fair market value at such time of the assets subject to such Lien), shall not exceed the greater of $100,000,000 and extensions5% of Consolidated Tangible Assets of the Borrower as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01 (or, renewals and replacements thereof that do not increase prior to the outstanding principal amount thereof;
(f) Liens in favor delivery of any Governmental Authority to secure obligations pursuant to the provisions such financial statements, as of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingDecember 31, 2004).
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
Liens. The Company No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivableAccounts) or rights in respect of any thereof, except:
(a) Liens securing or deemed created pursuant to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Senior Loan Document;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary (other than any accessions, improvements or additions to the property securing the Original Indebtedness and after acquired property to the extent applicable) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (other than by the amount of any unused commitments thereunder, accrued interest, fees, defeasance costs and premium (including call and tender premiums), if any, underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items), in each case, in connection with the refinancing of such obligations);
(d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.01(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;
(e) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary Loan Party after the date hereof prior to the time such Person becomes a SubsidiaryLoan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiaryLoan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company any Loan Party or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 SubsidiaryLoan Party, as the case may be, and extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereofthereof (except by the amount of accrued and unpaid interest, fees, defeasance costs and premium (including call and tender premiums), if any, plus underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of such Indebtedness and the incurrence or issuance of such refinancing Indebtedness);
(f) Liens of a collecting bank arising in favor the ordinary course of any Governmental Authority to secure obligations pursuant to business under Section 4-210 of the provisions of any contract or lawUCC in effect in the relevant jurisdiction covering only the items being collected upon;
(g) rights Liens arising out of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCSale and Leaseback Transactions permitted by Section 6.06;
(h) Liens granted by a Non-Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary;
(i) (i) Liens granted by such Person under workmen’s compensation laws, health, disability or unemployment insurance laws, other employee benefit legislation, unemployment insurance legislation and similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness), leases or other obligations of a like nature to which such Person is a party, or Liens granted to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs, performance or appeal bonds to which such Person is a party, or deposits as security for the payment of rent or deposits made to secure obligations arising from contractual or warranty refunds or requirements, in each case, incurred in the ordinary course of business, and (ii) Liens securing letters of credit or bankers acceptances issued, and letters of credit or bank guaranties provided to support payment of the Company items in the foregoing clause (i)(i);
(j) Liens on specific items of inventory or other goods of any Person securing such Person’s obligations in respect of bankers’ acceptances, bank guarantees or letters of credit issued or created for the account of such Person, in each case, to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business;
(k) leases, franchises, grants, subleases, licenses, sublicenses, covenants not to xxx, releases, consents and other forms of license (in each case, on a non-exclusive basis to the extent applicable to any intellectual property) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary and do not secure any Indebtedness;
(l) Liens arising from UCC or any similar financing statement filings regarding operating leases or consignments entered into by the Borrower or any Subsidiary in the ordinary course of business;
(m) Liens in favor of the Borrower or any Subsidiary Guarantor;
(n) Liens arising out of conditional sale, title retention, consignment, or similar arrangements for sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business;
(i) Liens to secure obligations on Equity Interests in joint ventures; provided that any such Lien is in favor of a Subsidiary creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture; and (ii) purchase options, call, customary rights of first refusal and tag, drag and similar rights of, and restrictions for the Company benefit of, a third party that is not an Affiliate of the Borrower (including in joint venture agreements) with respect to Equity Interests held by the Borrower or any Subsidiary in joint ventures;
(p) purported Liens (other Subsidiarythan Liens securing Indebtedness for borrowed money) incurred in the ordinary course of business and evidenced by the filing of precautionary UCC (or equivalent statute) financing statements or similar public filings; and
(jq) Liens securing other Liens outstanding obligations which do not specifically listed above securing obligations (other than Indebtedness) not to in the aggregate exceed $50,000,000 6,000,000 at any one time outstanding.
Appears in 1 contract
Liens. The Company will Borrower shall not, and will shall not permit any Subsidiary to, create, incur, assume or permit suffer to exist any Lien on upon any property or asset of its property, whether now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing now existing or deemed to exist hereafter arising in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) favor of Section 6.01) to the extent such Priority Indebtedness is permitted Administrative Agent or the Lenders under Section 6.01the Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary (other than Finsub) existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) First Restatement Date and set forth in Schedule 7.1, as renewed from time to time, but not any increases in the amounts secured thereby or the property subject to such Lien thereon (except under the Utility Mortgage);
(d) purchase money Liens on Schedule 6.02; property of the Borrower or any of the Subsidiaries (other than Finsub) acquired after the First Restatement Date to secure Indebtedness of the Borrower or such Subsidiary incurred in connection with the acquisition of such property, provided that (i) each such Lien shall not apply is limited to any other such property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofso acquired;
(e) any Lien Liens existing on property of the Borrower or any property or asset prior of the Subsidiaries (other than Finsub) acquired after the First Restatement Date provided that such Liens are at all times thereafter limited to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is so acquired and were 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 Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 thereofacquisition;
(f) Liens in favor the Lien evidenced by the Utility Mortgage as renewed from time to time; provided, however, that such Lien shall not extend to or over any property of any Governmental Authority to secure obligations pursuant a character not subject on the First Restatement Date to the provisions of any contract or lawLien granted under the Utility Mortgage;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Cleco Power LLC)
Liens. The Company Borrower will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or permit to exist any Indebtedness secured by any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority any Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any secured by a Lien on any property or asset of the Company Borrower or any Consolidated Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02hereof; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Consolidated Subsidiary and (ii) such Lien shall secure only those obligations the Indebtedness which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(eb) any Indebtedness secured by a Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Consolidated Subsidiary or existing on any property or asset of any Person that becomes a Consolidated Subsidiary after the date hereof prior to the time such Person becomes a Consolidated Subsidiary; provided that (i) such Indebtedness and Lien is are not created in contemplation of or in connection with such acquisition or such Person becoming a Consolidated Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Consolidated Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iii) such Lien shall secure only those obligations the Indebtedness which it secures on the date of such acquisition or the date such Person becomes a Consolidated Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(fc) Liens any Indebtedness secured by purchase money security interests in favor property or assets or improvements thereto hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Governmental Authority Consolidated Subsidiary; provided that (i) such security interests and the Indebtedness secured thereby are incurred within 180 days of such acquisition (or construction), (ii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such property or assets or improvements at the time of such acquisition (or construction) and (iii) such security interests do not apply to secure obligations pursuant to any other property or assets of the provisions of Borrower or any contract or lawConsolidated Subsidiary;
(gd) rights of first refusal any capitalized lease obligations secured by Liens; provided that such Liens do not extend to any property of the Company's joint venture partner with respect Borrower or its Consolidated Subsidiaries other than the property subject to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiaryrelevant capital lease; and
(je) other Indebtedness secured by Liens that are not specifically listed above securing obligations otherwise permitted by any of the foregoing provisions of this Section 5.04; provided that, at the time that any such Indebtedness is incurred or that any such Lien is granted (other than Indebtednessand after giving effect thereto), the aggregate outstanding principal amount of all Indebtedness secured by Liens permitted by this Section 5.04(e) shall not exceed 10% of the consolidated shareholders’ equity of the Borrower (i) as of December 31, 2011, until the first consolidated financial statements of the Borrower are delivered to exceed $50,000,000 at any one time outstandingthe Agent pursuant to Section 5.01(a) or (b) and, thereafter, (ii) as of the most recent date for which a consolidated balance sheet of the Borrower has been delivered to the Agent pursuant to Section 5.01(a) or (b), determined in accordance with GAAP.
Appears in 1 contract
Liens. The Company Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Restricted Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 Restricted Subsidiary, as the case may be, and any extensions, renewals and replacements thereof;
(d) Liens securing the Indebtedness permitted by clause (d) of Section 6.01 and placed on the property described therein contemporaneously with the purchase thereof or within 90 days thereafter, by the Borrower or any of its Restricted Subsidiaries to secure all or a portion of the purchase price thereof; provided that do such Lien shall not increase extend to any other property or assets of the outstanding principal amount thereofBorrower or its Restricted Subsidiaries;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary;
(f) Liens any interest or title of a lessor under any lease entered into by the Borrower or any of its Restricted Subsidiaries in favor the ordinary course of its business and covering only the assets so leased, and any Governmental Authority to secure obligations pursuant interest of a landowner in the case of easements entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of its business and covering only the property subject to the provisions of any contract or laweasement;
(g) rights of first refusal Liens not otherwise permitted by this Section so long as the aggregate outstanding principal amount of the Company's joint venture partner with respect obligations secured thereby does not exceed (as to the Company's Equity Interests in Rocky Mountain Metal Container LLCBorrower and all its Restricted Subsidiaries) $10,000,000 at any one time;
(h) Liens to secure obligations any Lien created or assumed by the Borrower or any Restricted Subsidiary in connection with the issuance of Indebtedness, the interest on which is excludable from gross income of the Company holder of such Debt pursuant to any Subsidiary Guarantorthe Code, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Borrower or its Restricted Subsidiaries;
(i) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to secure obligations of a Subsidiary or required to be attached to property or assets pursuant to the Company terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or asset otherwise permitted under this Section;
(j) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased except for increases in an amount equal to a reasonable premium or other Subsidiaryreasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; and
(jk) Liens securing the Indebtedness under the Note Purchase Agreement and/or the Existing Credit Agreement; provided that such Liens equally and ratably secure the Indebtedness and other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingunder this Agreement.
Appears in 1 contract
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted EncumbrancesLiens created pursuant to the Security Documents or otherwise securing Indebtedness created hereunder;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefromhereof, securing Indebtedness permitted pursuant to Section 8.02(b) and set forth on in Schedule 6.028.03; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, Indebtedness permitted by Section 8.02(f) and extensions, renewals and replacements thereof that do are so permitted;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 8.02(e), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (iii) such security interests shall not increase apply to any other property or assets of the outstanding principal amount thereofBorrower or any Subsidiary;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawsecuring Designated Financing Debt;
(g) rights of first refusal of Liens on vehicles owned by the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;Borrower or any Subsidiary securing Indebtedness permitted by Section 8.02(n); and
(h) Liens to secure obligations on property of the Company to any Foreign Subsidiary Guarantor;
securing Indebtedness of such Foreign Subsidiary (i) Liens to secure obligations of a Subsidiary permitted by Section 8.02(c) or (ii) permitted by Section 8.02(h) (to the Company or extent not guaranteed by a Credit Party) in an aggregate amount at any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) time not to exceed $50,000,000 at any one time outstanding20,000,000.
Appears in 1 contract
Samples: Credit Agreement (Fah Co Inc)
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property Property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) created pursuant to the extent such Priority Indebtedness is permitted under Section 6.01Security Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, any Lien on any Property or asset of the aggregate Borrower or any of its Subsidiaries existing on the date hereof which Lien secures any item of Indebtedness the principal or face amount of the obligations under which does not exceed $250,000,000;
10,000,000 or that is otherwise set forth in Part B of Schedule I; provided that (dx) no such Lien shall extend to any Lien on any property other Property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary its Subsidiaries and (iiy) any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary upon tangible Property acquired after the date hereof prior to by the Borrower or any of its Subsidiaries, which Lien either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness permitted under Section 7.01(i) representing, or incurred to finance, refinance or refund, the cost of such Person becomes a SubsidiaryProperty; 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 Property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iiiii) 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 permitted under clause (h) below;
(e) any Lien on Property or assets of any Foreign Subsidiary specified in Section 7.01(f) securing Indebtedness of such Foreign Subsidiary permitted thereunder, (provided that do such Lien shall not increase in any event apply to any Property or assets of the outstanding principal amount thereofBorrower or any other Subsidiary);
(f) Liens any Lien in favor of any Governmental Authority a special purpose company or Receivable Financier created or deemed to secure obligations exist pursuant to a Permitted Receivable Financing, but only to the provisions of extent that such Lien relates to the applicable Receivable Assets conveyed by the Borrower or any contract or lawSubsidiary;
(g) rights of first refusal any Lien on any Property or assets securing Indebtedness of the Company's joint venture partner with respect Borrower or any of its Subsidiaries permitted to the Company's Equity Interests be incurred by this Agreement in Rocky Mountain Metal Container LLCan aggregate amount not to exceed U.S.$50,000,000 at any time outstanding;
(h) Liens any purchase option or similar right on securities held by the Borrower or any of its Subsidiaries in any Joint Venture Entity permitted by Section 7.06(g) which option or similar right is granted to secure obligations of the Company to any Subsidiary Guarantor;a third-party who holds securities in such Joint Venture Entity; and
(i) any extension, renewal or replacement of the foregoing; provided, however, that the Liens permitted hereunder shall not be spread to secure obligations of a Subsidiary to the Company cover any additional Indebtedness or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations Property (other than Indebtedness) not to exceed $50,000,000 at any one time outstandinga substitution of like Property).
Appears in 1 contract
Liens. The Company No Borrower will, nor will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset assets of any kind of such Borrower or any such Subsidiary whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, exceptexcept that the foregoing shall not apply to:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Standard Permitted Lien;
(b) Permitted EncumbrancesLiens in existence on the Closing Date that are listed in Schedule 7.03 hereto and extensions or renewals of such Liens, so long as such Liens being extended or renewed do not extend to any other property or assets other than proceeds and replacements and the aggregate principal amount of Indebtedness secured by such Liens is not increased;
(c) Liens in connection with Hedging Agreements(i) that are placed upon fixed or capital assets, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property acquired, constructed or asset of the Company improved by such Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; Subsidiary, provided that (iA) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and Liens only secure Indebtedness permitted by Section 7.04(c), (iiB) such Lien shall secure only those obligations which it secures on Liens and the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) any Lien existing on any property or asset Indebtedness secured thereby are incurred prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary within 120 days 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 the completion of such Person becoming a Subsidiaryconstruction or improvement, as the case may be, and (iiC) such Lien Liens shall not apply to any other property or assets of such Borrower or any Subsidiary; or (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens, provided that the principal amount of such Indebtedness is not increased and such Indebtedness is not secured by any additional assets other than proceeds and replacements;
(d) Liens securing Indebtedness permitted pursuant to Sections 7.04(e) and 7.04(f), provided that (i) such Liens shall not apply to any other property or assets of such Borrower or any Subsidiary, and (ii) solely with respect to Section 7.04(e), in the case of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 Domestic Subsidiary, as such Liens are only placed on fixed or capital assets or other assets that are not current assets;
(e) vendor Liens granted in the case may beordinary course of business in connection with the customary terms for purchase of materials, supplies and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofequipment in European countries;
(f) Liens on the assets of the Foreign Borrower securing the Indebtedness owing to CooperVision, Inc. pursuant to (a) the promissory note dated January 12, 2005 in the original principal amount of $75,000,000 and (b) the promissory note dated January 12, 2005 in the original principal amount of $325,000,000 (each as amended, collectively, the “CVIHC Note”), in each case, made by the Foreign Borrower in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or lawCooperVision, Inc.;
(g) rights of first refusal any Lien granted to the Administrative Agent or any Lender securing any of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCObligations or any obligations under any Designated Hedge Agreement;
(h) Liens on any property or assets of such Borrower or any of its Subsidiaries securing Indebtedness permitted pursuant to secure obligations subpart (ii) of the Company to any Subsidiary Guarantordefinition of “Permitted Indebtedness”;
(i) Liens (i) on fixed or capital assets and other assets that are not current assets in connection with Indebtedness assumed pursuant to secure obligations Section 7.04(c); or (ii) arising out of a Subsidiary to the Company refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens, provided that, in the case of both (i) and (ii) above, the principal amount of such Indebtedness is not increased and such Indebtedness is not secured by any additional assets of such Borrower or any of its Subsidiaries other Subsidiary; andthan proceeds and replacements;
(j) other in addition to any Lien permitted pursuant to any of the foregoing subparts, Liens not specifically listed above securing obligations not in excess of the aggregate amount of $30,000,000, not incurred in connection with the borrowing of money;
(other than Indebtednessk) not Liens with respect to exceed $50,000,000 at any one time outstandingaccounts and related rights and assets subject to purchase pursuant to any Permitted Securitization Transaction.
Appears in 1 contract
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing any Lien created pursuant to this Agreement or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Security Instruments;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any other Restricted Subsidiary (other than proceeds and accessions and additions to such property) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (d) of Section 7.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (iiiii) such Lien shall not apply to any other property or assets of the Company Borrower or any other Restricted Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) Liens on fixed or capital assets (including office equipment, data processing equipment and motor vehicles) acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (d) of Section 7.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any other Restricted Subsidiaries (other than proceeds and accessions and additions to such property);
(f) Liens in favor of any Governmental Authority to secure obligations pursuant Vendor Financings; provided that the only property or assets of the Borrower or any Restricted Subsidiary encumbered by such Liens is the equipment acquired or the materials purchased from the Person providing such Vendor Financings, and the proceeds thereof and accessions and additions to the provisions of any contract such property or lawassets;
(g) rights of first refusal of Liens securing insurance premium financing under customary terms and conditions, provided that no such Lien may extend to or cover any property other than the Company's joint venture partner insurance being acquired with respect to such financing, the Company's Equity Interests in Rocky Mountain Metal Container LLC;proceeds thereof and any unearned or refunded insurance premiums related thereto; and
(h) Liens to secure obligations of on property not constituting the Company to any Subsidiary Guarantor;
Collateral and not otherwise permitted by this Section so long as neither (i) Liens to secure the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of a Subsidiary the date such Lien is incurred) of the assets subject thereto exceeds (as to the Company or any other Subsidiary; and
(jBorrower and all Restricted Subsidiaries) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 5,000,000 at any one time outstandingtime.
Appears in 1 contract
Liens. The Company Borrower will not, and nor will not it permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofsuch income or revenues, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company Borrower or any Subsidiary of its Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth in Part B of Schedule II (or, to the extent not meeting the minimum thresholds for required listing on Schedule 6.02II pursuant to Section 3.13 and not otherwise listed in said Schedule II, (in a footnote or otherwise) in an aggregate amount not exceeding $10,000,000); provided that (i) no such Lien shall not apply extend to any other property or asset of the Company Borrower or any Subsidiary of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on assets acquired, constructed or improved by the Borrower or any Subsidiary (including Liens created pursuant to Capital Lease Obligations); provided that (i) such security interests and the Indebtedness secured thereby are incurred prior to or within 365 days after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets, (iii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary and (iv) the aggregate principal amount of Indebtedness secured by all such security interests under this paragraph (d) shall not exceed $50,000,000;
(e) set-off rights arising with respect to intercompany claims between the Borrower and one or more of its Subsidiaries against the Borrower and one or more other Subsidiaries;
(f) Liens in favor With respect to letters of any Governmental Authority to secure obligations credit issued for the account of the Borrower or its Subsidiaries pursuant to that certain Five-Year Credit Agreement dated as of August 12, 2005, among the provisions Borrower, certain lenders party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent thereunder (as amended, modified, restated, or supplemented from time to time, the “Five-Year Credit Agreement”), any cash collateral or defeasance account created with respect to any such letter of any contract or lawcredit in accordance with Sections 2.06(j) and (k) of the Five-Year Credit Agreement;
(g) normal and customary set-off rights of first refusal of the Company's joint venture partner and bankers’ liens with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;deposit accounts; and
(h) Liens to secure obligations not otherwise permitted by the foregoing clauses of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations this Section 6.01 securing Indebtedness not in excess of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 1,000,000 at any one time outstanding.
Appears in 1 contract
Liens. The Company Parent will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, it except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(db) any Lien on any property or asset of the Company any Loan Party or any Subsidiary of its Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) Effective Date and set forth on in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of such Loan Party or Subsidiary (other than proceeds of the Company sale or any Subsidiary other disposition thereof and other than improvements, developments, repairs, renewals, replacements, additions and accessions of or to such property) and (ii) such Lien and any replacements thereof shall secure only those obligations which it secures on the date hereof Effective Date and any modifications, extensions, renewals exchanges, renewals, refinancings, refundings, and replacements thereof of such obligations that do not increase the outstanding principal amount thereofthereof (except to the extent of any reasonable fees, expenses and premium incurred in connection therewith);
(ec) any Lien existing on any property or asset prior to the acquisition thereof (including, without limitation, Liens existing on property or assets of the Acquired Business or UKDutch Holdco prior to the Tranche B Closing Date) by the Company Parent or any Subsidiary (and on improvements, leases, installations, developments, repairs, renewals, replacements, additions, general intangibles, accessions, and proceeds related thereto) or existing on any property or asset of any Person that becomes a Subsidiary or is merged with or into or consolidated with Parent or any Subsidiary after the date hereof Effective Date prior to the time such Person becomes a SubsidiarySubsidiary or is merged with or into or consolidated with Parent or any Subsidiary (and on improvements, leases, installations, developments, repairs, renewals, replacements, additions, general intangibles, accessions, and proceeds related thereto); 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 Company Parent or any Subsidiary (other than improvements improvements, installations, developments, repairs, renewals, replacements, additions and accessions of or to the assets to which it originally applies and proceeds of such assets, improvements and accessions property) and (iiiii) such Lien and any replacements thereof shall secure only those commitments and obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary or is merged with or into or consolidated with Parent or any Subsidiary, as the case may be, and any modifications, extensions, renewals exchanges, renewals, refinancings, refundings, and replacements thereof that do not increase the outstanding principal amount thereofcommitments and obligations thereunder (except to the extent of any reasonable fees, expenses and premium incurred in connection therewith);
(d) Liens on property, plant and equipment acquired, constructed, leased, installed, repaired, developed or improved by Parent or any Subsidiary; provided that (i) such security interests secure Indebtedness that is not prohibited by Section 6.1, (ii) such security interests and the Indebtedness secured thereby are initially incurred prior to or within 270 days after such acquisition or the completion of such construction, lease, installation, repair, development or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing, leasing, installing, repairing, developing or improving such property, plant and equipment and (iv) such security interests shall not apply to any other property or assets of Parent or any Subsidiary (other than improvements, installations, repairs, developments, renewals, replacements, additions and accessions of or to such property);
(e) any interest or title of a lessor, sublessor, lessee, sublessee, licensee, sublicensee, licensor or sublicensor under any lease or license agreement not prohibited by this Agreement and in the ordinary course of business;
(f) Liens in favor connection with the operation of cash management programs and Liens arising solely by virtue of the General Banking Conditions of banks and other financial institutions operating in the Netherlands and any Governmental Authority statutory or common law provision relating to secure obligations pursuant banker’s Liens, rights of set-off, revocation, refund, chargeback, overdraft or similar rights and remedies as to deposit, securities and commodities accounts or other funds maintained with a creditor depository institution or a securities or commodities intermediary in the provisions ordinary course of any contract or lawbusiness and not with the intent of granting security;
(g) rights Liens of first refusal sellers of goods to Parent or any of its Subsidiaries arising under Article 2 of the Company's joint venture partner with respect to Uniform Commercial Code or similar provisions of applicable law in the Company's Equity Interests in Rocky Mountain Metal Container LLCordinary course of business;
(h) Liens in favor of customs and revenue authorities arising by operation of law to secure obligations payment of customs duties in connection with the Company to any Subsidiary Guarantorimportation of goods;
(i) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code;
(j) Liens securing purchase money Indebtedness of Parent or any of its Subsidiaries not prohibited by Section 6.1; provided that, such Liens attach only to secure the property which was purchased with the proceeds of such purchase money Indebtedness;
(k) [reserved;]
(l) Liens in favor of any Loan Party securing obligations of a any Loan Party or any Subsidiary and Liens in favor of any Non-Guarantor Subsidiary securing obligations of any Non-Guarantor Subsidiary;
(m) Liens securing Swap Agreements and obligations thereunder, limited to cash deposits and/or investments not to exceed $300,000,000 in the aggregate and any deposit accounts and/or securities accounts containing only such cash deposits and/or investments;
(n) Liens on real or personal property subject to the Company Pooling Agreement;
(o) Liens in favor of CoBank, ACB in all capital stock of CoBank, ACB owned by the Tranche A Borrower;
(p) Liens on Equity Interests in a joint venture owned by Parent or any of its Subsidiaries securing joint venture obligations of such joint venture;
(q) Liens created by Capital Lease Obligations; provided that (x) the Liens created by any such Capital Lease Obligations attach only to the property leased to a Borrower or one of its Subsidiaries pursuant thereto and general intangibles and proceeds related thereto, and improvements, repairs, renewals, replacements, additions and accessions to the property leased pursuant thereto and (y) such Liens do not secure Capital Lease Obligations in excess of $250,000,000;
(r) Liens on (i) Margin Stock that is held by Parent as treasury stock, or (ii) Equity Interests in Terra Nitrogen, TNCLP, or OCI Partners LP that constitute Margin Stock;
(s) Liens consisting of an agreement to sell, transfer or dispose of any asset or property (to the extent such sale, transfer or disposition is not prohibited by Section 6.3);
(t) Liens on cash or deposits granted in favor of the swingline lender or any letter of credit issuing bank under the Amended Credit Agreement to cash collateralize any defaulting lender’s participation in letters of credit or swingline loans under the Amended Credit Agreement;
(u) Liens securing financing of insurance premiums incurred in the ordinary course of business;
(v) Liens created in connection with any Equity Interest repurchase program in favor of any broker, dealer, custodian, trustee or agent administering or effecting transactions pursuant to an Equity Interest repurchase program;
(w) Liens associated with the discounting or sale of letters of credit and accounts receivable incurred in the ordinary course of business;
(x) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement in connection with an acquisition or other Subsidiaryinvestment;
(y) Liens on deposit accounts, securities accounts, cash and Cash Equivalents pursuant to an escrow arrangement or other funding arrangement pursuant to which such funds will be segregated to pay the purchase price on any acquisition;
(z) Liens on Escrowed Proceeds prior to and on the Tranche B Closing Date; and
(jaa) other Liens not specifically listed above otherwise permitted under this Section 6.2 securing Indebtedness, claims and other liabilities or obligations (other than Indebtedness) then outstanding, not to exceed $50,000,000 in excess of, in the aggregate at any one time, an amount equal to 15% of Consolidated Total Assets on a Pro Forma Basis as at the last day of the most recently ended fiscal quarter for which financial statements have been (or were required to be) furnished to the Administrative Agent pursuant to Section 5.1(a) or (b), as the case may be; provided that no violation of this clause (aa) shall occur solely as a result of any reduction in Consolidated Total Assets if at the time outstandingthe respective Indebtedness, claim, liability or other obligation was secured the respective Liens were permitted to be granted within the limitations established by this clause (aa).
Appears in 1 contract
Samples: 364 Day Bridge Credit Agreement (CF Industries Holdings, Inc.)
Liens. The Company Such Obligor will not, and will not permit any Subsidiary of its Subsidiaries (in each case, except for the BXCL 701 Subsidiaries following a Permitted BXCL 701 Release Event) to, create, incur, assume or permit to exist any Lien on any property or asset now owned by it or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofsuch Subsidiary, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Obligations;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company such Obligor or any Subsidiary of its Subsidiaries existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) hereofClosing Date and set forth on Schedule 6.027.13(b) and renewals and extensions thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien; provided that (i) no such Lien (including any renewal or extension thereof) shall not apply extend to any other property or asset of the Company such Obligor or any Subsidiary of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof hereofClosing Date and extensionsrenewals, renewals extensions and replacements thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien that do not increase the outstanding principal amount thereof;
(c) Liens securing Indebtedness permitted under Section 9.01(j); provided that such Liens are restricted solely to the collateral described in Section 9.01(j);
(d) Liens imposed by any operation of Law arising in the Ordinary Course, (including (but not limited to) carriers’, warehousemen’s, landlords’, and mechanics’ liens, liens relating to leasehold improvements and other similar Liens arising in the Ordinary Course) and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP;
(e) pledges, deposits or other Liens made in the Ordinary Course (x) in connection with bids, contract leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation, or (y) 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, casualty or liability insurance to Borrower or any Lien existing Subsidiary;
(f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made;
(g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of real property or asset prior minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries;
(h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the acquisition thereof reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the Company original owner of such real property pursuant to all applicable Laws; and (iii) rights of expropriation, access or user or any Subsidiary similar right conferred or existing on reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or asset interfere with the ordinary conduct of the business of any Person that becomes a Subsidiary after of the date hereof prior to Obligors or its Subsidiaries;
(i) Course; Bankers liens, rights of setoff and similar Liens incurred on deposits made in the time such Person becomes a SubsidiaryOrdinary
(j) Liens securing Indebtedness permitted under Section 9.01(l); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or Permitted Acquisition pursuant to which such Person becoming a Subsidiary, as the case may beIndebtedness was assumed, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions the assets subject to such Liens immediately prior to the assets to which it originally applies and proceeds consummation of such assets, improvements and accessions Permitted Acquisition and (iii) such Lien shall secure only those obligations which that it secures on secured immediately prior to the date consummation of such acquisition or the date such Person becomes a Subsidiary, as the case may be, Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount Permitted Refinancings thereof;
(fk) Liens securing Indebtedness permitted under Sections 9.01(p), (q), (r), and (s).
(l) any judgment lien or lien arising from decrees or attachments not constituting an Event of Default;
(m) Liens arising from precautionary UCC financing statement filings regarding operating leases of personal property and consignment arrangements entered into in the Ordinary Course;
(n) other Liens not securing borrowed money which secure obligations in an aggregate amount not to exceed $5,000,000 (or the Equivalent Amount in other currencies) at any time outstanding;
(o) Liens securing Indebtedness permitted under Section 9.01(m) and which are subject to the Permitted Intercreditor Agreement[reserved];
(p) Liens in favor of any Governmental Authority customs and revenue authorities arising as a matter of law to secure obligations pursuant to payment of customs duties in connection with the provisions importation of any contract or lawgoods and incurred in the Ordinary Course;
(gq) rights of first refusal of the Company's joint venture partner Permitted Licenses and, solely with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCassets owned by third parties and licensed or leased to such Obligor or any of its Subsidiaries, retained interests or title of licensors or lessors that do not conflict with such Obligor’s or any such Subsidiaries’ use thereof;
(hr) Liens to secure obligations of the Company to any Subsidiary Guarantoron cash and Permitted Cash Equivalent Investments securing obligation under Permitted Hedging Agreements;
(s) (i) Liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security and other like obligations incurred in the Ordinary Course (other than Liens imposed by ERISA) and (ii) deposits in respect of letters of credit, bank guarantees or similar instruments issued for the account of any Obligor or any Subsidiary in the Ordinary Course supporting obligations of a Subsidiary to the Company type set forth in clause (i) above;
(t) Liens solely on any cxxx xxxxxxx money deposits made by Borrower or any other Subsidiaryof the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; and
(ju) other Liens arising out of any sale-leaseback transaction not specifically listed above prohibited by Section 9.14, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property; provided that no Lien otherwise permitted under any of the foregoing clauses (b), (c), (d), (e) (g), and (i) through (p) of this Section 9.02 shall apply to any Material Intellectual Property, except for Liens securing obligations Indebtedness permitted under clause (other than Indebtednesso) not to exceed $50,000,000 at any one time outstandingof this Section 9.02.
Appears in 1 contract
Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to created under the extent such Priority Indebtedness is permitted under Section 6.01Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may beacquisition, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 thereofthereof (except to the extent of any reasonable premiums, fees and expenses incurred in connection with any such extensions, renewals and replacements);
(e) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (v) of Section 6.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Subsidiary;
(f) Liens in favor on real properties (other than the Mortgaged Properties) and improvements thereto (but not inventory or other personal property located therein) owned by the Company or any Subsidiary; provided that such Liens secure Indebtedness permitted by clause (vi) of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;Section 6.01(a); and
(g) rights Liens of first refusal sellers of goods to any Loan Party arising under the provisions of applicable law similar to Article 2 of the Company's joint venture partner with respect to UCC in the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations ordinary course of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations business, covering only goods (other than Indebtedness) not to exceed $50,000,000 at any one time outstandingInventory included in the U.S. Borrowing Base or Canadian Borrowing Base).
Appears in 1 contract
Samples: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed created pursuant to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01any Loan Document;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(fe) Liens in favor of on fixed or capital assets acquired, constructed or improved by the Borrower or any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
Subsidiary; provided that (i) Liens such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to secure obligations or within ninety (90) days after such acquisition or the completion of a Subsidiary such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company Borrower or any other Subsidiary; and
(jf) Liens on assets (not constituting Collateral) of the Borrower and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not specifically listed above securing obligations (other than Indebtedness) not to at any time exceed $50,000,000 at any one time outstanding10,000,000.
Appears in 1 contract
Samples: Credit Agreement (Par Pharmaceutical Companies, Inc.)
Liens. The Company Holdings will not, and nor will not it permit any Subsidiary (other than SANAD) to, createissue, incurassume, assume guarantee or permit suffer to exist any Indebtedness if such Indebtedness is secured by a Lien on upon any property properties of Holdings or asset any Subsidiary or upon any securities or Indebtedness of any Subsidiary (whether such properties, securities or Indebtedness is now owned or hereafter acquired by itacquired) without in any such case effectively providing that the Obligations shall be secured equally and ratably with (or prior to) such Indebtedness, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, exceptexcept that the foregoing restrictions shall not apply to:
(a) Liens securing on any property acquired, constructed or deemed to exist in connection with Priority Indebtedness improved by Holdings or any Subsidiary (or Liens on the securities of a special purpose Subsidiary which holds no material assets other than Indebtedness referred to the property being acquired, constructed or improved) after the date of this Agreement which are created within 360 days after such acquisition (or in paragraphs (c)the case of property constructed or improved, (d) after the completion and (e) commencement of Section 6.01commercial operation of such property, whichever is later) to secure or provide for the extent payment of the purchase price or cost thereof; provided that in the case of such Priority Indebtedness construction or improvement the Liens shall not apply to any property owned by Holdings or any Subsidiary before such construction or improvement other than (1)(i) unimproved real property on which the property so constructed, or the improvement, is permitted under Section 6.01located or (2)(ii) personal property which is so improved;
(b) Permitted EncumbrancesLiens existing on the Closing Date, existing Liens on property acquired (including Liens on any property acquired from a person which is consolidated with or merged with or into Holdings or a Subsidiary) or Liens outstanding at the time any corporation, partnership or other entity becomes a Subsidiary; provided that such Liens shall only apply to property owned by such corporation, partnership or other entity at the time it becomes a Subsidiary or that is acquired thereafter other than from Holdings or another Subsidiary;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount favor of the obligations under which does not exceed $250,000,000Holdings or any Subsidiary;
(d) Liens in favor of domestic or foreign governmental bodies to secure advances or other payments pursuant to any Lien on any contract or statute or to secure indebtedness incurred to finance the purchase price or cost of constructing or improving the property or asset subject to such Liens, including Liens to secure debt of the Company pollution control or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofindustrial revenue bond type;
(e) Liens consisting of pledges or deposits by Holdings or any Lien existing on Subsidiary under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of debt) or leases to which Holdings or any property Subsidiary is a party, or asset prior deposits to the acquisition thereof by the Company secure public or statutory obligations of Holdings or any Subsidiary or existing on any property deposits of cash or asset of any Person that becomes a Subsidiary after the date hereof prior United States government bonds to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of secure surety 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 Company or any Subsidiary other than improvements and accessions to the assets appeal bonds to which it originally applies and proceeds is a party, or deposits as security for contested taxes or import or customs duties or for the payment of such assetsrent, improvements and accessions and (iii) such Lien shall secure only those obligations which it secures on in each case incurred in the date ordinary course 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 thereofbusiness;
(f) Liens imposed by law, including carriers’, warehousemen’s, repairman’s, landlords’ and mechanics’ liens, in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract each case for sums not yet due or lawbeing contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;
(g) rights of first refusal of the Company's joint venture partner with Liens for taxes, assessments or other governmental charges that are not yet delinquent or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect to the Company's Equity Interests in Rocky Mountain Metal Container LLCthereof;
(h) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to secure obligations the request of and for the Company to account of Holdings or any Subsidiary Guarantorin the ordinary course of its business;
(i) Liens consisting of encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or Liens consisting of zoning or other restrictions as to secure obligations the use of real properties or Liens incidental to the conduct of the business of Holdings or a Subsidiary or to the Company ownership of its properties which do not materially adversely affect the value of said properties or materially impair their use in the operation of the business of Holdings or a Subsidiary;
(j) Liens arising by virtue of any statutory or common law provisions relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution; provided that;
(i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Holdings or any other SubsidiarySubsidiary in excess of those set forth by regulations promulgated by the Federal Reserve Board; and
(jii) such deposit account is not intended by Holdings or any Subsidiary to provide collateral to the depository institution;
(k) Liens arising from Uniform Commercial Code financing statement filings regarding leases Holdings and its Subsidiaries enter into in the ordinary course of business;
(l) any Lien over goods (or any documents relating thereto) arising either in favor of a bank issuing a form of documentary credit in connection with the purchase of such goods or by way of retention of title by the supplier of such goods where such goods are supplied on credit, subject to such retention of title, and in both cases where such goods are acquired in the ordinary course of business;
(m) any Lien pursuant to any order of attachment, execution, enforcement, distraint or similar legal process arising in connection with court proceedings; provided that such process is effectively stayed, discharged or otherwise set aside within 30 days;
(n) any lease, sublease and sublicense granted to any third party constituting a mortgage and any mortgage pursuant to farm-in and farm-out agreements, operating agreements, development agreements and any other similar arrangements, which are customary in the oil and gas industry or in the ordinary course of business of Holdings or any Subsidiary;
(o) with respect only to Canadian Borrower, any Security Interest not prohibited by Section 10.02;
(p) Liens customarily granted on accounts receivable and related assets in connection with Permitted Accounts Receivable Sales Facilities, to the extent Indebtedness in respect of such Permitted Accounts Receivable Sales Facilities is permitted pursuant to Section 9.06(k);
(q) other Liens (which for the avoidance of doubt may not specifically listed secure Indebtedness incurred under Section 9.06(m)) not described above securing obligations (other than Indebtedness) in an aggregate amount not to exceed $50,000,000 100,000,000 at any one time outstanding; or
(r) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage referred to in the foregoing clauses (a) through (o), inclusive; provided that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements in such property).
Appears in 1 contract
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Obligations;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) and set forth on in Schedule 6.02; , provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and Subsidiary, (ii) such Lien shall secure only those obligations which that it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofsecured thereby and (iii) any such Lien shall be permitted only to the extent that such Lien would be permitted under the Debentures Indenture;
(ed) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; , provided that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions and (iiiC) such Lien shall secure only those obligations which that 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 thereofsecured thereby;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, provided that (A) such security interests secure Indebtedness permitted by clause (vi) of Section 6.01(a), (B) such security interests and the 64 Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(j) other Liens not specifically listed above securing obligations (other than Indebtednessthose permitted by paragraphs (a) through (e) above) securing Indebtedness permitted hereunder in an aggregate amount not to exceed exceeding $50,000,000 2,000,000 at any one time outstanding, provided that any such Lien shall be permitted only to the extent that such Lien would be permitted under the Debentures Indenture.
Appears in 1 contract
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens securing or deemed to exist in connection with Priority Indebtedness (other than Indebtedness referred to in paragraphs (c), (d) and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01Permitted Encumbrances;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof (each such Lien, to the extent it secures Indebtedness or on improvements other obligations in an aggregate amount of $10,000,000 (or, if denominated in a currency other than dollars, the dollar equivalent of $10,000,000) or accessions thereto or proceeds therefrom) more, being described and set forth on in Schedule 6.026.01); provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not materially increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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 materially increase the outstanding principal amount thereof;
(fd) Liens in favor of any Governmental Authority to secure obligations pursuant to on fixed or capital assets acquired, constructed, improved or repaired by the provisions of any contract Borrower or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
and related contracts, intangibles and other assets that are incidental thereto (including accessions thereto and replacements thereof); provided that (i) such Liens secure Indebtedness and/or Non-Recourse Indebtedness permitted by this Agreement, (ii) such Liens and the Indebtedness and/or Non-Recourse Indebtedness secured thereby are incurred prior to secure obligations or within 365 days after such acquisition or the later of a Subsidiary the completion of such construction, improvement or repair, or date of commercial operation of the assets constructed, improved, altered or repaired, (iii) the Indebtedness and/or Non-Recourse Indebtedness secured thereby does not exceed the cost of acquiring, constructing, improving or repairing such fixed or capital assets, as the case may be, and (iv) such Liens shall not apply to any other property or assets of the Company Borrower or any other Subsidiary; and
(je) other Liens (not specifically listed above otherwise permitted by the foregoing clauses of this Section 6.01) securing Indebtedness or obligations; provided that on the date such Person creates, incurs, assumes or otherwise permits to exist any such Lien, and immediately after giving effect thereto the total amount of all Indebtedness and obligations secured by Liens pursuant to this clause (other than Indebtednesse) does not to exceed $50,000,000 at any one time outstandingten percent (10%) of Consolidated Tangible Net Worth as of the then most recently ended fiscal quarter of the Borrower for which financial statements are available.
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (Diamond Offshore Drilling Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Permitted Encumbrances and Liens securing or deemed to exist in connection with Priority Indebtedness (created by the Security Agreements, the Mortgages, the other than Indebtedness referred to in paragraphs (c), (d) Security Instruments and (e) of Section 6.01) to the extent such Priority Indebtedness is permitted under Section 6.01other Loan Documents;
(b) Permitted Encumbrances;
(c) Liens in connection with Hedging Agreements, the aggregate principal amount of the obligations under which does not exceed $250,000,000;
(d) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the date hereof (or on improvements or accessions thereto or proceeds therefrom) December 10, 2001 and set forth on in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ec) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time 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 Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary other than improvements and accessions to the assets to which it originally applies and proceeds of such assets, improvements and accessions 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;
(f) Liens in favor of any Governmental Authority to secure obligations pursuant to the provisions of any contract or law;
(g) rights of first refusal of the Company's joint venture partner with respect to the Company's Equity Interests in Rocky Mountain Metal Container LLC;
(h) Liens to secure obligations of the Company to any Subsidiary Guarantor;
(i) Liens to secure obligations of a Subsidiary to the Company or any other Subsidiary; and
(jd) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $50,000,000 at property or assets of the Borrower or any one time outstandingSubsidiary."
Appears in 1 contract