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 created pursuant to any Loan Document; (b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) 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 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 or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (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 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 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; (e) Permitted Encumbrances; and (f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.
Appears in 3 contracts
Samples: Credit Agreement (Cimpress N.V.), Credit Agreement (Cimpress N.V.), Credit Agreement (Cimpress N.V.)
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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 Company Borrower or any Subsidiary; provided that (i) such security interests Liens, in the case of Liens on assets of Subsidiaries, secure Indebtedness of Subsidiaries permitted by clause (ed) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Liens shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Liens upon assets of an SPC granted in connection with a Permitted Encumbrances; andSecuritization (including customary backup Liens granted by the transferor in accounts receivable and related rights or assets transferred to an SPC);
(f) Liens on the property or assets of any Subsidiary securing Indebtedness owing to the Borrower or any Wholly-Owned Subsidiary;
(not constituting Collateralg) customary Liens and setoff rights securing obligations in respect of notional pooling cash management arrangements; and commodities and securities accounts;
(h) customary Liens incurred in connection with any transfer of an interest in accounts receivable or related assets as part of a Permitted Receivable Sales Transaction;
(i) Liens arising from precautionary filings in respect of (i) operating leases and (ii) credit and cash management programs between third parties and customers of the Company Borrower or customers of any Subsidiary of the Borrower under which the Borrower or such Subsidiary does not have any Indebtedness;
(j) any interest or title of a lessor in the property (and its Subsidiaries not otherwise the proceeds, accession or products thereof) subject to any operating lease, and Liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to true leases or leases permitted above so long as the hereunder; and
(k) other Liens securing obligations at no time exceeding $100,000,000 in aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensamount.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Ingredion Inc), Term Loan Credit Agreement (Ingredion Inc), Term Loan Credit Agreement (Ingredion Inc)
Liens. The Company Parent 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 created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Parent Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.02; , provided that (i) such Lien shall not apply to any other property or asset of the Company Parent Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which that it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(cd) any Lien existing on any property or asset prior to the acquisition thereof by the Company Parent Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 Borrower or any Subsidiary 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(de) Liens on fixed or capital assets acquired, constructed or improved by the Company Parent Borrower or any Subsidiary; , provided that (i) such security interests secure Indebtedness permitted by clause (evi) of Section 6.016.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 80.0% 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 Parent Borrower or any Subsidiary;
(ef) Permitted Encumbrancesany license of any intellectual property granted by the Parent Borrower or any Subsidiary to third parties in the ordinary course of business; and
(g) Liens (other than those permitted by paragraphs (a) through (f) Liens on assets (above) securing liabilities permitted hereunder in an aggregate amount not constituting Collateral) of the Company 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 exceeding $500,000 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 3 contracts
Samples: Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC)
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.026.03; provided 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) 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 Restatement Effective Date 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 Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;; and
(d) Liens on fixed or capital assets property, plant and equipment acquired, constructed or improved by the Company Borrower or any Subsidiary; provided PROVIDED that (i) such security interests secure Indebtedness permitted by clause (ed) of Section 6.016.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 70% of the cost of acquiring, constructing or improving such fixed or capital assets property, plant and equipment and (iv) such security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.
Appears in 3 contracts
Samples: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)
Liens. The Company Parent and the Borrower will not, and will not permit any other 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 pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Parent or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.027.02; 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company Parent or any Subsidiary after the date hereof or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Parent or any Subsidiary; provided that (i) such security interests secure only Indebtedness permitted by clause incurred to finance the acquisition, construction or improvement of such fixed or capital assets (eincluding Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of such assets) of Section 6.01and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Parent or any Subsidiary;
(e) Permitted Encumbrances; andcharges or Liens in favor of a regulatory authority or a third party, in each case, as contemplated by the rules or regulations issued by a regulatory authority and with which the applicable Subsidiary is required to comply in order to remain licensed to conduct its business;
(f) Liens over credit balances created in favor of any bank in order to facilitate the operation of bank accounts on assets a net balance basis or in connection with any Bankers Automated Clearing Services facility used in the ordinary course of business;
(not constituting Collateralg) Liens comprised by escrow arrangements entered into in connection with asset sales, transfers or other dispositions permitted by Section 7.04; and
(h) other Liens; provided that the sum of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to secured by such Liens does not plus the aggregate amount of Attributable Indebtedness in respect of sale and leaseback transactions permitted by Section 7.05(c) shall not, at any time time, exceed the greater of $100,000,000 and 610% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensNet Worth.
Appears in 3 contracts
Samples: Term Loan Agreement (Willis Group Holdings PLC), Credit Agreement (Willis Group Holdings PLC), Credit Agreement and Guaranty Agreement (Willis Group Holdings PLC)
Liens. The Company Borrowers 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company any Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of the Company any Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) any Lien existing on any property or asset prior to the acquisition thereof (including by the Company merger or consolidation) by any Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 Borrowers or any Subsidiary their respective 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 Subsidiary, 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 property, plant and equipment acquired, constructed or improved by the Company Borrowers or any Subsidiarytheir respective Subsidiaries; provided that (i) such security interests secure Indebtedness permitted by clause (ef) of Section 6.016.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 property, plant and equipment and (iv) such security interests shall not apply to any other property or assets of the Company Borrowers or any Subsidiarytheir respective Subsidiaries;
(e) Permitted EncumbrancesLiens on the corporate jet described in Section 6.1(k) and the proceeds thereof securing the Indebtedness permitted by Section 6.1(k);
(f) in the case of a Subsidiary that serves as the general partner (or equivalent) of an investment fund managed by any of the Borrowers or any of their Affiliates, any Lien on such Subsidiary’s interests and rights as a general partner (or equivalent) of such fund or any special purpose vehicle owned by such limited partnership; provided that such Lien shall not extend to such Subsidiary’s right to receive distributions or any incentive allocation from such fund;
(g) Liens on property acquired or leased by a Borrower or a Subsidiary of a Borrower securing the related Capital Lease Obligations permitted hereunder;
(h) attachment, judgment and other similar Liens that do not constitute an Event of Default pursuant to subsection (k) of Article VIII; and
(fi) Liens on assets 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 the Lien does not apply to any additional property or asset. For purposes of compliance with this Section, (not constituting Collateralx) in the event that any Lien meets the criteria set forth in more than one of clauses (a) through (i) of the Company this Section, Borrowers in their sole discretion may classify or reclassify such Lien in any manner that complies with this Section and its Subsidiaries not otherwise such Lien shall be treated as having been permitted above so long as the aggregate principal amount pursuant to only one of such clauses of this section; and (y) any Indebtedness secured by a Lien may be divided and classified among more than one of the Indebtedness and other obligations subject clauses of this Section and, in each case, such Lien shall be treated as having been permitted pursuant to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensclause.
Appears in 3 contracts
Samples: Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC)
Liens. The Company Borrowers will not, and will not permit any Subsidiary of their respective Subsidiaries to, (a) execute a negative pledge agreement with any Person other than the Administrative Agent and/or the Lenders covering any property or asset now owned or hereafter acquired by it, except with respect to property subject to a permitted Capitalized Lease or purchase money financing, or (b) 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 created pursuant to any under the Loan DocumentDocuments;
(bii) Permitted Encumbrances;
(iii) any Lien on any property or asset of the Company a Borrower or any Subsidiary existing on the Restatement Effective Agreement Date and set forth in Schedule 6.02; 7.1 provided that (iA) such Lien shall not apply to any other property or asset of the Company a Borrower or any Subsidiary and (iiB) such Lien shall secure only those obligations which it secures on the Restatement Effective Agreement Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(civ) any Lien existing on any property or asset prior to the acquisition thereof by the Company a Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Agreement 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 beapplicable, (ii) such Lien shall not apply to any other property or assets of the Company a Borrower or any Subsidiary 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 any 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 Company 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 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;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.
Appears in 3 contracts
Samples: Loan Agreement (RCM Technologies, Inc.), Loan Agreement (RCM Technologies, Inc.), Loan Agreement (RCM Technologies Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset of its properties, whether now owned or hereafter acquired by itacquired, or assign assign, or sell permit any income of its Subsidiaries to assign, any right to receive income, in each case to secure or revenues (including accounts receivable) or rights in respect provide for the payment of any thereofDebt of any Person, exceptother than:
(ai) Liens existing on assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created pursuant to any Loan Documentin contemplation of such event;
(bii) any Lien Liens on any property or asset assets securing Debt of the Company Borrower or any Subsidiary existing on of the Restatement Effective Date and set forth in Schedule 6.02; Borrower incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assets, provided that (i) such Lien shall not apply attaches to any other property such assets concurrently with or asset of within 90 days after the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount acquisition thereof;
(ciii) Liens on assets of any Lien Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event;
(iv) Liens existing on any property or asset assets 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 of the Restatement Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is Borrower and not created in contemplation of or such acquisition;
(v) Liens covering the land and building in connection with such acquisition or such Person becoming Fukushima, Japan of Nippon Becton Xxxxxxxxx XX (a Subsidiarywholly owned, as the case may be, (ii) such Lien shall not apply to any other property or assets indirect Subsidiary of the Company Borrower), securing debt of approximately ¥90,000,000;
(vi) Liens arising out of the refinancing, extension, renewal or refunding of any Debt of the Borrower or any Subsidiary and (iii) such of the Borrower secured by any Lien shall secure only those obligations which it secures on permitted by any of the date foregoing clauses of such acquisition or the date such Person becomes a Subsidiarythis Section 5.02(a), 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 Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted Debt is not increased and is not secured 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 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;
(e) Permitted Encumbrancesadditional assets; and
(fvii) additional Liens on assets (not constituting Collateral) of created after the Company and its Subsidiaries not otherwise permitted above so long as date hereof, provided that the aggregate principal amount of Debt secured thereby and incurred on and after the Indebtedness and other obligations subject to such Liens does date hereof shall not exceed $50,000,000 in the aggregate at any one time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 3 contracts
Samples: Credit Agreement (Becton Dickinson & Co), Five Year Credit Agreement (Becton Dickinson & Co), Five Year Credit Agreement (Becton Dickinson & Co)
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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;
(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 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 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;
(e) Permitted EncumbrancesLiens securing the Obligations, and any other Indebtedness created under, and in each case pursuant to, the Loan Documents; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens10,000,000.
Appears in 3 contracts
Samples: Credit Agreement (MTS Systems Corp), Credit Agreement (MTS Systems Corp), Credit Agreement (MTS Systems 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on real property or fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (e) or clause (k) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary;; and
(e) Permitted Encumbrances; and
Liens securing Indebtedness permitted by clause (f) Liens on assets (not constituting Collaterali) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens6.01.
Appears in 3 contracts
Samples: Credit Agreement (Heartland Payment Systems Inc), Credit Agreement (Heartland Payment Systems Inc), Credit Agreement (Heartland Payment Systems 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.02; provided that (i) such Lien Lien(s) 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) 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 Restatement Effective Date date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (d) 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 Subsidiary, 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;
(d) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests secure Lien secures Indebtedness permitted by clause (ed) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 costs of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary;; and
(e) Permitted Encumbrances; and
any Lien (fregardless of whether such Lien has been granted before, on or after the date hereof) Liens on assets (not constituting Collateral) any property or asset of Lydall Gerhardi GmbH & Co. KG securing obligations to Deutsche Bank existing on the Company and its Subsidiaries not otherwise permitted above so long date hereof as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included set forth in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensSchedule 6.01.
Appears in 3 contracts
Samples: Credit Agreement (Lydall Inc /De/), Credit Agreement (Lydall Inc /De/), Credit Agreement (Lydall Inc /De/)
Liens. The Company Parent and the Borrower will not, and will not permit any other 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 pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Parent or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.027.02; 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company Parent or any Subsidiary after the date hereof or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Parent or any Subsidiary; provided that (i) such security interests secure only Indebtedness permitted by clause incurred to finance the acquisition, construction or improvement of such fixed or capital assets (eincluding Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of such assets) of Section 6.01and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Parent or any Subsidiary;
(e) Permitted Encumbrances; andcharges or Liens in favor of a regulatory authority or a third party, in each case, as contemplated by the rules or regulations issued by a regulatory authority and with which the applicable Subsidiary is required to comply in order to remain licensed to conduct its business;
(f) Liens over credit balances created in favor of any bank in order to facilitate the operation of bank accounts on assets a net balance basis or in connection with any BACS facility used in the ordinary course of business;
(not constituting Collateralg) Liens comprised by escrow arrangements entered into in connection with asset sales, transfers or other dispositions permitted by Section 7.04; and
(h) other Liens; provided that the sum of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to secured by such Liens does not plus the aggregate amount of Attributable Indebtedness in respect of sale and leaseback transactions permitted by Section 7.05(c) shall not, at any time time, exceed the greater of $100,000,000 and 610% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensNet Worth.
Appears in 3 contracts
Samples: Credit Agreement (Willis Group Holdings PLC), 364 Day Credit Agreement (Willis Group Holdings LTD), Credit Agreement (Willis Group Holdings 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company 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) 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 Borrower or any Subsidiary;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.
Appears in 3 contracts
Samples: Credit Agreement (Spartan Motors Inc), Credit Agreement (Spartan Motors Inc), Credit Agreement (Spartan Motors 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) 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 Restatement Effective Date 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company 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) 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 Company Borrower or any Subsidiary;; and
(e) Permitted Encumbrances; and
Liens securing Indebtedness permitted by clause (f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens6.01.
Appears in 2 contracts
Samples: Loan Agreement (Cheesecake Factory Inc), Loan Agreement (Cheesecake Factory Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary that is a Guarantor 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 pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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 any extensions, renewals and replacements thereof that do not increase the outstanding principal amount 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 Subsidiaries to secure all or a portion of the purchase price thereof; provided that such Lien shall not extend to any other property or assets of the Borrower or its Subsidiaries;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Company 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) 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(ef) Permitted Encumbrances; andany interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased, 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 easement;
(fg) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above by this Section so long as the aggregate outstanding principal amount of the Indebtedness and other obligations subject to such Liens secured thereby does not exceed (as to the Borrower and all its Subsidiaries) at any time exceed one time, (i) if the greater of Borrower has not achieved an Investment Grade Rating, $100,000,000 and 625,000,000 or, (ii) if the Borrower has achieved an Investment Grade Rating, 10% of Consolidated Total Assets Net Tangible Assets;
(determined as h) any Lien created or assumed by the Borrower or any Subsidiary in connection with the issuance of Indebtedness, the interest on which is excludable from gross income of the last day holder of such Indebtedness pursuant to the 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 Subsidiaries;
(i) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the 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 most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) refinancing, extension, renewal or Section 5.01(b) (or, prior to the delivery refunding of any such financial statements, the last day Indebtedness secured by any Lien permitted by any of the last fiscal quarter included 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 reasonable 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
(k) Liens securing Indebtedness permitted by Section 6.01(e); provided that the financial statements referred to in Section 3.04(a)) at the time Indebtedness secured thereby does not exceed 100% of the incurrence fair market value of the assets or Equity Interests acquired in such Lienstransaction or acquisition.
Appears in 2 contracts
Samples: Term Loan Agreement (Natural Resource Partners Lp), Credit Agreement (Natural Resource Partners Lp)
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 created pursuant to any Loan Document;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 proceeds or products thereof) and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof; and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofReplacement Liens;
(cd) 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 Restatement Effective Date 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 and (other than proceeds or products thereof), (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 Replacement Liens and replacements thereof (iv) any Liens existing on the property or assets of any Person that do not increase becomes a Subsidiary after the outstanding principal amount thereofdate hereof pursuant to a Permitted Acquisition shall comply with Section 6.02(g);
(de) Liens on securing Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 6.01(e) (and related obligations) to finance the acquisition, construction, installation, repair, replacement or improvement of fixed or capital assets acquiredor the refinancing thereof, constructed or improved by the Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) Liens shall be created within 270 days of Section 6.01the construction, installation, repair or improvement or refinancing of such fixed or capital assets, (ii) such security interests Liens do not at any time encumber any property other than the property acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion proceeds and products of such construction or improvementproperty, and (iii) the principal amount of Indebtedness initially secured thereby does is not exceed more than 100% of the purchase price or cost of acquiringconstruction, constructing installation, repair or improving improvement of such fixed or capital asset; provided that, in each case, individual financings of equipment provided by one lender or lessor may be cross collateralized to other outstanding financings of equipment provided by such lender or lessor; and Replacement Liens in respect thereof;
(f) Liens created, incurred, assumed or suffered to exist by any Broker-Dealer Subsidiary in the ordinary course of business upon assets owned by such Broker-Dealer Subsidiary or as to which such Broker-Dealer Subsidiary has rights to create Liens thereon or held for its account to secure liabilities or obligations, actual or contingent, incurred in the ordinary course of business, including Liens in favor of clearing houses, clearing brokers or other entities providing clearing services and borrowings collateralized by client assets in the ordinary course of business; and
(ivg) such security interests shall not apply in addition to Liens otherwise permitted by this Section 6.02, Liens on any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrances; and
(f) Subsidiary which, when added together with Liens on assets (described in Section 6.02(d)(iv), do not constituting Collateral) secure obligations in excess of the Company greater of (i) $50,000,000, and its Subsidiaries not otherwise permitted above so long (ii) 15% of Consolidated Net Tangible Assets (measured as of the date of incurrence) in the aggregate principal amount of the Indebtedness and other obligations subject to for all such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 2 contracts
Samples: Credit Agreement (Marketaxess Holdings Inc), Credit Agreement (Marketaxess Holdings Inc)
Liens. The Company will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues except for the following (including accounts receivable) or rights in respect of any thereof, except:the “Permitted Liens”):
(a) Liens created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company any Borrower or any Restricted Subsidiary existing on the Restatement Effective Closing Date and set forth in Schedule 6.027.01; provided that (i) such Lien shall not apply to any other property or asset of the Company 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofClosing Date;
(cd) any Lien existing on any property or asset prior to the acquisition thereof by the Company any Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that is merged or consolidated with or into any Borrower or any of its Restricted Subsidiaries or becomes a Subsidiary after the Restatement Effective Closing 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 any Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect of such acquired property and assets 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, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(de) Liens on fixed or capital assets acquired, constructed or improved by the Company any Borrower or any Restricted Subsidiary, including Liens deemed to exist in respect of assets subject to Capital Lease Obligations; provided that (i) such security interests secure Indebtedness permitted by clause (ef) of Section 6.017.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 or any SubsidiaryRestricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto);
(e) Permitted Encumbrances; and
(f) Liens securing Intercompany Debt permitted under Section 7.02(d), so long as any such Liens on property or assets of any Loan Party are subordinated to the Liens created under the Loan Documents on the terms provided in Annex I to the Guaranty or other terms acceptable to the Administrative Agent;
(g) Extensions, renewals or replacements of any Lien referred to in clauses (c), (d) and (e) of this Section; provided that the principal amount of the Indebtedness or obligations secured thereby is not increased, and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby;
(h) Liens on insurance policies and proceeds thereof securing the financing of the premiums with respect thereto;
(i) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 7.02(i);
(j) Liens in favor of a seller solely on any xxxx xxxxxxx money deposits made by any Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Permitted Acquisition;
(k) Liens that are contractual or common law rights of set-off relating to (A) the establishment of depository relations in the ordinary course of business with banks not constituting Collateralgiven in connection with the issuance of Indebtedness or (B) pooled deposit or sweep accounts of any Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries;
(l) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection;
(m) additional Liens incurred by the Company and its Restricted Subsidiaries not otherwise permitted above so long as the aggregate principal amount value of the property subject to such Liens, and the Indebtedness and other obligations secured thereby do not exceed $15,000,000 at any time;
(n) Liens (x) on deposit accounts established for the purpose of receiving the proceeds of Receivables sold or transferred in connection with a Permitted Receivables Sale Transaction; provided that any amounts deposited into such accounts that do not represent (i) such proceeds or (ii) amounts deposited into such accounts to establish or maintain a minimum balance shall be transferred out of such accounts by or at the direction of the Company as soon as reasonably practicable but in any event within 15 days from the date of their deposit into such accounts; and (y) on Receivables and Receivables Related Rights subject of a Permitted Receivables Sale Transaction;
(o) Liens deemed to exist on assets of any Borrower or any Restricted Subsidiary subject to a Permitted Sale and Leaseback Transaction; provided that (i) such Liens security interests secure Indebtedness permitted by clause (o) of Section 7.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after the closing of such Sale and Leaseback Transaction, (iii) the Indebtedness secured thereby does not at any time exceed the greater fair market value of $100,000,000 such assets, and 6% of Consolidated Total Assets (determined as iv) such security interests shall not apply to any other property or assets of the last day of the most recent fiscal quarter for Company or any Restricted Subsidiary (other than improvements, accessions, or proceeds in respect thereof and assets fixed or appurtenant thereto); and
(p) Liens on Receivables and Receivables Related Rights or accounts into which financial statements shall have been delivered pursuant to Section 5.01(a) solely collections or Section 5.01(b) (orproceeds thereof are deposited, prior to the delivery of any such financial statementsin each case arising solely in connection with, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensand subject to, a Permitted Securitization Transaction.
Appears in 2 contracts
Samples: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc)
Liens. The Company Each Credit Party 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company any Credit Party or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.026.3; provided that (i) such Lien shall not apply to any other property or asset of the Company any Credit Party or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company any Credit Party or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 any Credit Party or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens and transfers in connection with the securitization, financing or other transfer of any mortgage loans or mortgage servicing reimbursement rights (and/or, in each case, related rights, interests and servicing assets) owned by the Borrower or any of its Subsidiaries;
(e) Liens and transfers in connection with the securitization or other transfer of any credit card receivables (and/or related rights and interests) owned by the Borrower or any of its Subsidiaries;
(f) Liens on fixed or capital assets acquired, constructed or improved by the Company any Credit Party or any SubsidiarySubsidiary to secure Indebtedness of such Credit Party or such Subsidiary incurred to finance the acquisition, construction or improvement of such fixed or capital assets; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Company any Credit Party or any Subsidiary;
(eg) Permitted EncumbrancesLiens arising in connection with repurchase agreements contemplated by Section 6.2(i); andprovided that such security interests shall not apply to any property or assets of any Credit Party or any Subsidiary except for the mortgage loans or securities, as applicable, subject to such repurchase agreements;
(fh) Liens on assets arising in connection with Indebtedness permitted by Sections 6.2(l)(v) or 6.2(q), which Liens are granted in the ordinary course of business;
(not constituting Collaterali) of the Company and its Subsidiaries Liens not otherwise permitted above by this Section 6.3 so long as the Obligations hereunder are contemporaneously secured equally and ratably with the obligations secured thereby;
(j) Liens not otherwise permitted by this Section 6.3, so long as the aggregate outstanding principal amount of the Indebtedness and other obligations subject to such Liens secured thereby does not exceed (as to the Credit Parties and all Subsidiaries) $250,000,000 at any time exceed one time;
(k) Liens and transfers in connection with the greater of $100,000,000 and 6% of Consolidated Total Assets RAL Receivables Transaction;
(determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(al) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(aLiens securing Indebtedness permitted by subsection 6.2(u)) at the time of the incurrence of such Liens.; and
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (H&r Block Inc), Credit Agreement (H&r Block Inc)
Liens. The Company will notCreate, and will not incur, assume or suffer to exist, or cause or permit any Subsidiary to, to create, incur, assume or permit suffer to exist exist, any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues it (including accounts receivable) or rights in respect of any thereofother than Unrestricted Margin Stock), except:
(a) Liens created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date and and, in the case of such Liens on any property or asset of the Borrower or any Material Subsidiary, set forth in Schedule 6.02, and any extension, renewal or replacement thereof; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary (other than improvements or accessions to the applicable property or assets or proceeds therefrom) and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(cd) 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 (including the Target and its Subsidiaries) that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the Restatement Effective Date prior to the time such Person becomes a SubsidiarySubsidiary (or is so merged or consolidated), and any extension, renewal or replacement thereof; provided that (i) such Lien is not created (in the case of the Target or any of its Subsidiaries, with the consent of the Borrower) in contemplation of or in connection with such acquisition or such Person becoming a SubsidiarySubsidiary or such merger or consolidation (or, in the case of the Target and its Subsidiaries, in contemplation of or in connection with the Merger), 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 or accessions to the applicable property or assets or proceeds therefrom) 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 is so merged or consolidated), as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(de) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) in the case of Liens on assets of any Subsidiary, such security interests Liens secure Indebtedness permitted by clause (e) of Section 6.016.04 and obligations relating thereto not constituting Indebtedness, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 360 days after such acquisition or the completion of such construction or improvement, (iii) the principal amount of Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of the Company Borrower or any Subsidiary; 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) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) in favor of any Governmental Authority to secure partial, progress, advance or other payments or obligations pursuant to any contract or statute, including Liens to secure Indebtedness of any pollution control or industrial revenue bonds, or to secure any Indebtedness incurred for the purpose of financing all or any part of the Company purchase price or the cost of constructing or improving the property subject to such Liens;
(g) Liens in favor of any customer arising in respect of partial, progress, advance or other payments made by or on behalf of such customer for goods produced for or services rendered to such customer in the ordinary course of business;
(h) Liens securing Indebtedness or other obligations not exceeding $200,000,000 in the aggregate at any time outstanding;
(i) Liens securing Limited Recourse Debt of any Project Finance Company;
(j) Liens on the proceeds of issuances of any pollution control or industrial revenue bonds by the Borrower and its Subsidiaries not otherwise permitted above so long as required to be held in escrow pursuant to the aggregate principal amount terms thereof;
(k) Liens securing obligations under Swap Agreements entered into in the ordinary course of business; and
(l) Liens created in connection with securitizations of receivables of the Indebtedness Borrower or any of its Subsidiaries; provided that such Liens apply solely to the receivables and interests therein that are the subject of such securitizations and such other obligations assets as are customarily subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as in securitization transactions of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienssame type.
Appears in 2 contracts
Samples: Credit Agreement (Air Products & Chemicals Inc /De/), Credit Agreement (Airgas Inc)
Liens. The Company Parent and the Borrowers 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 created pursuant under the Loan Documents and the Liens securing the obligations under the ABL Facility; provided that certain Liens created under the ABL Facility are subordinated to any Loan Documentthe Liens securing the Obligations to the extent provided by the terms of the Intercreditor Agreement;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofPermitted Liens;
(c) [Reserved]
(d) any Lien existing on any property or asset or Equity Interest prior to the acquisition thereof by the Company Parent or any Subsidiary of the Parent or existing on any property or asset or Equity Interests of any Person that is merged into or becomes a Subsidiary after the Restatement Effective 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 Parent or any Subsidiary of the Parent (other than improvements and accessions to, or replacements of, such property or proceeds or distribution thereof) 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except to the extent of fees, premiums, and interest on such Indebtedness or on refinancings, refundings, renewals, extensions or replacements thereof;
(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 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 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;
(e) Liens on assets of the U.S. Borrower, a Subsidiary of the U.S. Borrower or an Acquired Loan Party securing Indebtedness permitted by Section 6.01(a)(xiv) and Section 6.01(a)(xvii);
(f) any interest or title of a lessor, lessee, tenant, licensor, licensee, or sublessor, sublessee, subtenant or sublicensee under any lease, license, sublicense or sublease or other agreement (including any estoppel or subordination, non-disturbance or attornment agreement) (collectively, “Leases”) entered into by the Cayman Distributor, the U.S. Borrower, any Subsidiary of the U.S. Borrower or an Acquired Loan Party in the ordinary course of its business and covering only the assets so leased, licensed, sublicensed or subleased, and in the case of Leases in which there is a superior interest to U.S. Borrower or any other Subsidiary, all Liens, charges, encumbrances, defects, exceptions and other title matters (incurred by or at the request of such superior interest or pursuant to the terms of the Leases), to which the Leases may be subject;
(g) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the U.S. Borrower, any of the Subsidiaries of the U.S. Borrower or an Acquired Loan Party in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements (and proceeds thereof);
(h) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets and (ii) 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;
(i) Liens in favor of collecting banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the U.S. Borrower, any of the Subsidiaries of the U.S. Borrower or an Acquired Loan Party on deposits with or in possession of such banks, other than those relating to Indebtedness;
(j) Liens on amounts being held in escrow pending a Permitted EncumbrancesAcquisition;
(k) Liens securing Indebtedness permitted pursuant to Section 6.01(a)(xiv); provided, in the case of any such Indebtedness in respect of Capital Lease Obligations, mortgage financings or purchase money obligations, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness (or, in the case of any refinancing of such Indebtedness, acquired with the proceeds of any such Indebtedness so refinanced);
(l) Liens in favor of the ABL Collateral Agent securing Hedging Agreements with the ABL Collateral Agent, any lender under the ABL Facility or a Related Party thereof; provided that certain Liens created under the ABL Facility are subordinated to the Liens securing the Obligations to the extent provided by the terms of the Intercreditor Agreement;
(m) 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;
(n) Liens in connection with the Luxembourg Equity Arrangements;
(o) Liens on the Equity Interests of the Unrestricted Subsidiaries;
(p) other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $15,000,000 at any time outstanding; and
(fq) Liens on assets (not constituting Collateral) of the Company 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 at securing any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensRefinancing Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (1295728 Alberta ULC), Credit Agreement (1295728 Alberta ULC)
Liens. The Company (a) Create, incur, assume or suffer to exist, nor will not, and will not it permit any Subsidiary to, directly or indirectly, create, incur, assume or permit suffer to exist exist, except, in each case, in favor of Borrower or any Subsidiary, any Lien on upon any property of its properties or asset assets, real or personal, whether now owned or hereafter acquired by itacquired, or assign of or sell upon any income or revenues (including accounts receivable) profits therefrom, without making effective provision, and Borrower covenants that in any such case it will make or rights in respect of cause to be made effective provision, whereby the Obligations shall be secured by such Lien equally and ratably with any thereofand all other Indebtedness to be secured thereby, except:
(a) Liens created pursuant to so long as any Loan Document;such other Indebtedness shall be so secured.
(b) Nothing in this Section shall be construed to prevent Borrower or a Subsidiary from creating, assuming or suffering to exist, and Borrower and its Subsidiaries are hereby expressly permitted to create, assume or suffer to exist, without securing the Loans as hereinabove provided, Liens of the following character:
(i) Liens existing on the Closing Date and listed on Schedule 7.01;
(ii) Liens securing Indebtedness issued (a) pursuant to the UES First Mortgage Bond Indenture or other Indebtedness of UES which is not guaranteed by Borrower or any other Subsidiary of Borrower and so long as no such Lien on encumbers any property or asset of the Company Borrower or any Subsidiary existing on of Borrower (other than UES), or Liens granted to secure the Restatement Effective Date refinancing of Indebtedness related thereto; and set forth (b) to finance or refinance any of Borrower’s premises located in Schedule 6.02; provided that (i) such Lien shall not apply to any other property New Hampshire, Massachusetts or asset of the Company Maine or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount property acquired in replacement thereof;
(ciii) any purchase money mortgage or other Lien existing on any property of Borrower or asset prior to a Subsidiary at the time of acquisition, whether or not assumed, or created contemporaneously with the acquisition thereof by or construction of property, to secure or provide for the Company payment of the purchase or construction price of such property, and any Subsidiary conditional sales agreement or existing on other title retention agreement with respect to any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date prior to the time such Person becomes a Subsidiaryhereafter acquired; provided provided, however, that (i) the aggregate principal amount of the Indebtedness secured by all such Lien is mortgages and other Liens on a particular parcel of property shall not created in contemplation exceed 100% of the lesser of the total cost or in connection with such fair market value at the time of the acquisition or construction of such Person becoming property, including the improvements thereon (as determined in good faith by the Board of Directors of Borrower or the relevant Subsidiary), and (ii) the Indebtedness secured by all such mortgages and other Liens is permitted under Section 7.02;
(iv) Liens in respect of any Capital Lease which is permitted pursuant to Section 7.02(f);
(v) deposits, Liens or pledges to enable Borrower or a Subsidiary to exercise any privilege or license, or to secure payment of worker’s compensation, unemployment insurance, old age pensions or other social security, or to secure the performance of bids, tenders, contracts or leases to which Borrower or a Subsidiary is a party, or to secure public or statutory obligations of Borrower or a Subsidiary, as or to secure surety, stay or appeal bonds to which Borrower or a Subsidiary is a party; or other similar deposits or pledges made in the case may beordinary course of business;
(vi) mechanics’, workmen’s, repairmen’s, materialmen’s or carrier’s liens or other similar Liens arising in the ordinary course of business; or deposits or pledges to obtain the release of any such Liens;
(vii) Liens (i) securing judgments or awards for the payment of money not constituting an Event of Default under Section 8.01(h), (ii) such Lien shall not apply to any other property arising out of judgments or assets of the Company awards which judgments or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(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 clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby awards are incurred prior to or discharged within ninety (90) days after entry thereof (or such acquisition shorter period of time in which a judgment creditor may execute upon any such judgment or the completion of such construction or improvement, award); (iii) the Indebtedness secured thereby does not exceed the cost arising out of acquiring, constructing judgments or improving awards with respect to which Borrower or a Subsidiary shall in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution pending such fixed appeal or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Subsidiary;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter proceeding for which financial statements review shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (secured; or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.
Appears in 2 contracts
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 created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Agreement Date and set forth 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 Restatement Effective Agreement Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 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 or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens security interests on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; , provided that (i) such security interests secure Indebtedness permitted by clause (eiii) of Section 6.017.1(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Borrower or any Subsidiary;
(e) Permitted Encumbrancessecurity interests existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Agreement Date prior to the time such Person becomes a Subsidiary, provided that (i) such security interests secure Indebtedness permitted by clause (iv) of Section 7.1(a), (ii) such security interests are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (iii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary and (iv) such security interests shall secure only the Indebtedness that they secure on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at by any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensControl Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, 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 created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Agreement Date and set forth 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 Restatement Effective Agreement Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 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 or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; , provided that (i) such security interests secure Lien secures Indebtedness permitted by clause (e) of Section 6.017.1(a)(iii), (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrancesany Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Agreement Date prior to the time such Person becomes a Subsidiary, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(a)(iv), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iv) such Lien shall secure only the Indebtedness and other obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise a depository bank or securities intermediary permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at by any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensControl Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Harvard Bioscience Inc), Credit Agreement (Harvard Bioscience 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 created pursuant to any Loan DocumentTransaction Liens;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the any Wireline Company or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date 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);
(cd) 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 Restatement Effective Date 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 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);
(de) Liens on fixed or capital assets acquired, constructed constructed, restored or improved by any Wireline Company (including any such assets made the Company or any Subsidiarysubject of a Capital Lease Obligation); provided that (i) such security interests Liens secure Indebtedness permitted by clause (evii) of Section 6.016.01(a), (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 150 days after such acquisition or the completion of such construction 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 security interests Liens shall not apply to any other property or assets of the Company or any SubsidiaryWireline Company;
(e) Permitted Encumbrances; and
(f) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any Wireline Company on assets deposit with or in possession of such bank arising in the ordinary course of business;
(not constituting Collateralg) Liens in favor of the Borrower or any Guarantor;
(h) Liens on cash or Cash Equivalents securing (a) obligations of any Wireline Company and its Subsidiaries not otherwise under Swap Agreements permitted above so long as under Section 6.07, or (b) letters of credit that support such obligations under such Swap Agreements; provided that the aggregate principal amount of the Indebtedness and other obligations subject to secured by all such Liens does shall not at any time exceed $35,000,000;
(i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the greater sale of $100,000,000 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 6% (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 the financing of Consolidated Total Assets 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 extent that the aggregate outstanding principal amount of the obligations secured thereby (determined as of the last day of date such Lien is incurred) does not exceed $100,000,000 at any time outstanding; and
(o) Liens on the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Collateral securing Permitted Pari Passu Indebtedness permitted under Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a6.01(a)(xviii)) at the time of the incurrence of such Liens.
Appears in 2 contracts
Samples: Credit Agreement (Windstream Corp), Credit Agreement (Windstream 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date and set forth in on 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 (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 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 of 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; , provided that (i) such security interests secure Indebtedness permitted by clause (eiii) of Section 6.017.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Borrower or any Subsidiary;
(e) Permitted Encumbrances; possessory Liens in favor of lessees or sublessees of property leased or subleased by the Borrower or any Subsidiary to such Person in the ordinary course of business of the Borrower or such Subsidiary, provided that such Liens attach only to such property and
(f) Liens on assets (not constituting Collateral) of created under the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensSecurity Documents.
Appears in 2 contracts
Samples: Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)
Liens. The Company Borrower 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property Liens securing Indebtedness permitted to be outstanding pursuant to clause (a)(i), (a)(viii), (a)(xxiv) or asset (a)(xxix) of the Company or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofSection 7.1;
(c) any Lien existing on fixed or capital assets acquired, including any property equipment, constructed or asset prior to the acquisition thereof improved by the Company Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective 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 Subsidiary, as the case may besecures Indebtedness permitted by Section 7.1(a)(iv), (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(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 clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety one-hundred eighty (90180) 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 Lien shall not apply to any other property or assets of the Company Borrower or any Restricted Subsidiary;
(d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted Subsidiary, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(a)(v), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iv) such Lien shall secure only the Indebtedness and other obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) Permitted Encumbrances; andLiens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case, to the extent permitted under Section 7.1;
(f) Liens on assets to secure any refinancing, refunding, extension, renewal, or replacement (not constituting Collateralor successive refinancing, refunding, extensions, renewals, or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (a) and (y) of the Company definition of “Permitted Encumbrances” and its Subsidiaries clauses (b), (c), (d) and (e) of this Section 7.2; provided that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not otherwise permitted above so long as increased to any amount greater than the aggregate sum of (1) the outstanding principal amount or, if greater, the committed amount of the Indebtedness described under clauses (a) and (y) of the definition of “Permitted Encumbrances” and clauses (b), (c), (d) and (e) of this Section 7.2 at the time the original Lien became a Permitted Lien under this Credit Agreement, and (2) an amount necessary to pay any fees and expenses, including premiums and accrued and unpaid interest, related to such refinancing, refunding, extension, renewal, or replacement;
(g) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default;
(h) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security, and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);
(i) Liens in favor of other financial institutions arising in connection with the Borrower’s deposit and/or securities accounts held at such institutions (not securing Indebtedness);
(j) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee, in the property subject to any lease, license or sublicense or concession agreement entered into in the ordinary course of business;
(k) Liens arising from precautionary financing statements on operating leases relating solely to personal property covering the leased property in the ordinary course of business, to the extent such Liens does not at any time exceed operating leases are permitted under this Credit Agreement;
(l) leases or subleases of real property granted in the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as ordinary course of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) Borrower’s business (or, prior if referring to another Person, in the delivery ordinary course of any such financial statementsPerson’s business) and leases, subleases, non-exclusive licenses or sublicenses of personal property granted in the last day ordinary course of the last fiscal quarter included Borrower’s business (or, if referring to another Person, in the financial statements referred to in Section 3.04(a)) at the time of the incurrence ordinary course of such Liens.Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting the Administrative Agent a security interest therein;
(m) Liens in favor 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 so long as such Liens only cover the related goods;
Appears in 2 contracts
Samples: Credit Agreement (TechTarget Holdings Inc.), Credit Agreement (TechTarget, 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereofthereof (other than by an amount equal to any costs and expenses incurred in connection with such extension, renewal, refinancing or replacement);
(c) 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 Restatement Effective Date date hereof prior to the time such Person becomes a Subsidiary or any Lien on any asset of any Person existing at the time such Person is merged into or consolidated with the Borrower or 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 or such merger, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiarySubsidiary or the date of such merger, as the case may be, and extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereofthereof (other than by an amount equal to any costs and expenses incurred in connection with such extension, renewal, refinancing or replacement);
(d) Liens any Lien on fixed any asset (i) initially securing Indebtedness incurred or capital assets acquired, constructed or improved by assumed for the Company purpose of financing all or any Subsidiary; part of the cost of acquiring or constructing such asset or (ii) securing Indebtedness incurred to extend, renew, refinance or replace the Indebtedness then secured by such Lien, provided that (ix) such security interests secure Indebtedness permitted by clause Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof and (ey) the principal amount of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to by such Lien shall not be increased in connection with any extension, renewal, refinancing or within ninety (90) days after such acquisition or the completion replacement of such construction or improvement, Indebtedness (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 other than by an amount equal to any other property costs and expenses incurred in connection with such extension, renewal, refinancing or assets of the Company or any Subsidiaryreplacement);
(e) Permitted Encumbrances; andany Lien in favor of the Borrower or any Subsidiary granted by the Borrower or any Subsidiary in order to secure any intercompany obligations;
(f) Liens on assets the Dunedin Facility granted in connection with any Dunedin Sale/Leaseback Transaction; and
(not constituting Collateralg) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the any Lien to secure Indebtedness and other obligations subject to such if, immediately after the incurrence thereof, the sum (without duplication) of all amounts secured by Liens which would not be permitted but for this clause (g) does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens30,000,000.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Nielsen Media Research Inc), Credit Agreement (Nielsen Media Research Inc)
Liens. The Company will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on mortgage, deed of trust, security interest, pledge, lien, charge or other encumbrance (collectively, a “Lien”) upon any property Principal Property or asset upon any shares of stock of any Subsidiary of the Borrower that owns or leases any Principal Property (whether such Principal Property or shares are now owned existing or owed or hereafter acquired by itcreated or acquired). The foregoing restriction, or assign or sell any income or revenues (including accounts receivable) or rights in respect however, will not apply to each of any thereof, exceptthe following:
(a) Liens created pursuant to any Loan Document;
(b) any Lien on any property property, shares of stock or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 assets of any Person that becomes a Subsidiary after the Restatement Effective Date prior to existing at the time such Person becomes a Subsidiary; , provided that (i) such Lien is Liens are not created incurred in contemplation anticipation of or in connection with such acquisition or such Person Person’s becoming a Subsidiary, as the case may be, (ii) such Lien shall Subsidiary and do not apply extend to any assets other property or assets than those of the Company or any Subsidiary and such Person;
(iiib) such Lien shall secure only those obligations which it secures on Liens existing at the date of such acquisition or this Agreement and set forth on Schedule 7.01;
(c) Liens on property of a Person existing at the date time such Person becomes is merged into or consolidated with the Borrower or a SubsidiarySubsidiary of the Borrower or at the time of a sale, lease or other disposition of the properties of such Person as an entirety or substantially as an entirety to the case may beBorrower or a Subsidiary of the Borrower, provided that such Lien was not incurred in anticipation of such merger or consolidation or sale, lease or other disposition and extensions, renewals and replacements thereof that do not increase extend to any assets other than those of the outstanding principal amount thereofPerson merged into or consolidated with the Borrower or a Subsidiary of the Borrower or such property sold, leased or disposed;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company 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) 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrances; andinchoate Liens incident to construction or maintenance of real property, or Liens incident to construction or maintenance of real property, now or hereafter filed of record for sums not yet delinquent or being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefore;
(f) Liens on assets 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;
(not constituting Collateralg) Liens upon 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 Company account of such person to facilitate the purchase, shipment or storage of such inventory or other goods;
(h) Liens encumbering customary initial deposits and margin deposits and other liens in the ordinary course of business, in each case securing Swap Contracts and forward contract, option, futures contracts, futures options or similar agreements or arrangements designed to protect the Borrower or any of its Subsidiaries from fluctuations in interest rates, currencies or the price of commodities, provided, that the aggregate value of such collateral so pledged by 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 at any time exceed $75,000,000 in the greater aggregate;
(i) Liens arising out of $100,000,000 and 6% conditional sale, title retention, consignment or similar arrangements for the sale of Consolidated Total Assets goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(determined j) statutory Liens arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith, if reserves or other appropriate provisions, if any, as of the last day of the most recent fiscal quarter for which financial statements shall be required by GAAP shall have been delivered pursuant made therefor;
(k) Liens consisting of pledges or deposits to Section 5.01(asecure obligations under workers’ compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;
(l) Liens consisting of pledges or Section 5.01(bdeposits of property to secure performance in connection with operating leases made in the ordinary course of business to which the Borrower or any of the Borrower’s Subsidiaries is a party as lessee;
(m) judgment Liens in respect of judgments that do not constitute an Event of Default or securing appeal or other surety bonds relating to such judgments;
(orn) mechanics’, prior workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar liens arising in the ordinary course of business, or deposits or pledges to obtain the delivery release of any such financial statements, the last day of the last fiscal quarter included foregoing;
(o) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;
(p) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, which are being contested in good faith by appropriate proceedings;
(q) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the financial statements title thereto, landlords’ liens and other similar liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of the Borrower or its Subsidiaries and which do not, in the Borrower’s opinion, materially detract from the value of such properties; or
(r) extensions, renewals or replacements of any Liens referred to in Section 3.04(a)the foregoing clauses; provided, however, that (i) the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and (ii) such extension, renewal or replacement Liens will be limited to all or part of the incurrence same property and improvement thereon which secured the indebtedness so secured at the time of such Liensextension, renewal or replacement. Notwithstanding the restrictions in the preceding paragraph, the Borrower or any of its Subsidiaries may issue, incur, create, assume or guarantee debt secured by a Lien which would otherwise be subject to such restrictions, provided that after giving effect thereto, the aggregate amount of all obligations so secured by Liens (not including Liens permitted under clauses (a) through (r) above) plus the aggregate amount of Attributable Indebtedness in respect to Sale and Lease-Back Transactions permitted pursuant to Section 7.05 hereof and the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(c) hereof does not exceed 20% of the Borrower’s Consolidated Net Tangible Assets.
Appears in 2 contracts
Samples: Credit Agreement (BMC Software Inc), Credit Agreement (BMC Software 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) 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 Restatement Effective Date 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 Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company 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) 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 Company Borrower or any Subsidiary;; and
(e) Permitted Encumbrances; and
Liens securing Indebtedness permitted by clause (f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens6.01.
Appears in 2 contracts
Samples: Loan Agreement (Cheesecake Factory Inc), Loan Agreement (Cheesecake Factory 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 created pursuant to any Loan Document;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company any Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(cd) Liens on cash collateral securing obligations owed to Xxxxx Fargo Bank, N.A. (or any of its Affiliates) as set forth in the Pay-Off Letter, so long as any remaining unapplied cash collateral is returned to the Company within 120 days of the Effective Date;
(e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by the Company any Borrower or any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Subsidiary after the Restatement Effective Date 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 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;
(df) Liens of a collecting bank arising in the ordinary course of business under Section 4‑208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon;
(g) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.06;
(h) Liens on fixed or capital assets acquired, constructed or improved by the Company or Equipment and real property (and fixtures thereon) (other than any SubsidiaryEligible Real Property); provided that (i) such security interests Liens secure Indebtedness permitted by clause (en) of Section 6.01;
(i) Liens on deposits made to secure obligations under Swap Agreements with Persons (“Counterparties”) that are not Secured Parties, so long as: (i) no such deposit is provided by a Loan Party when an Event of Default has occurred and is continuing, and (ii) no such security interests and deposits in excess of an aggregate amount of $1,000,000 at any one time shall be provided by a Loan Party unless after giving effect to providing such deposit, on a pro forma basis, either: (I) at all times for the Indebtedness secured thereby are incurred 45 day period prior to providing such deposit and after giving effect thereto, Excess Availability is greater than or within ninety equal to an amount equal to 25% of the aggregate Revolving Commitments, or (90II) days (x) at all times for the 45 day period prior to providing such deposit and after such acquisition giving effect thereto, Excess Availability is greater than or equal to an amount equal to 20% of the completion of such construction or improvementaggregate Revolving Commitments, and (iiiy) the Indebtedness secured thereby does not exceed the cost of acquiringFixed Charge Coverage Ratio, constructing calculated on a trailing four fiscal quarter basis, is greater than or improving such fixed or capital assets and (iv) such security interests shall not apply equal to any other property or assets of the Company or any Subsidiary;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject 1.2 to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of 1.0, recomputed for the most recent fiscal quarter for which financial statements shall have been delivered to Administrative Agent under the Loan Documents;
(j) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary;
(1) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary 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; provided that the aggregate credit balance in such deposit account shall not exceed $3,000,000 at any one time;
(l) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under Section 6.1;
(m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods so long as such liens attach only to the imported goods;
(n) leases, licenses, subleases or sublicenses of real property or equipment granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;
(o) non-exclusive licenses or sublicenses of intellectual property granted by any Loan Party in the ordinary course of business;
(p) other Liens which do not secure Indebtedness for borrowed money or letter of credit reimbursement obligations and as to which the aggregate principal amount of the Indebtedness secured thereby does not exceed $500,000; and
(q) Liens securing Indebtedness incurred pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of 6.01(r); provided that any such financial statements, Lien shall encumber only the last day of vehicles acquired with the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence proceeds of such LiensIndebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co)
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth on Schedule 6.01 or resulting from operating leases existing on the date hereof being reclassified as capital leases in Schedule 6.02accordance with GAAP; provided that (i) such Lien shall not apply to any other property or asset (other than accessions, modifications and proceeds thereof) of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 on or after the Restatement Effective Date 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 (other than accessions, modifications and proceeds thereof) of the Company Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, 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 Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets (other than accessions, modifications and proceeds thereof) of the Company Borrower or any Subsidiary;; and
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as pursuant to this Section 6.01 securing Indebtedness of the Borrower or any Subsidiary (not otherwise prohibited hereunder) in an aggregate principal amount at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of the Indebtedness and other obligations subject to of Subsidiaries permitted solely by clause (e) of Section 6.02 outstanding at such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienstime.
Appears in 2 contracts
Samples: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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 Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (ef) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 property or assets of the Company Borrower or any Subsidiary;
(e) Permitted EncumbrancesLiens created pursuant to the Credit Documents; and
(f) Liens of landlords on assets (not constituting Collateral) property of the Company and Borrower or its Subsidiaries not otherwise permitted above so long as the aggregate principal amount present on leased locations of the Indebtedness and other obligations subject Borrower or its Subsidiaries, which Liens are subordinated to such the Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered arising pursuant to Section 5.01(a) or Section 5.01(b) (or, prior the Security Documents on terms and pursuant to documentation reasonably satisfactory to the delivery of any such financial statements, Administrative Agent (which documentation the last day of Administrative Agent and the last fiscal quarter included in Collateral Agent are hereby authorized to enter into by the financial statements referred to in Section 3.04(aLenders)) at the time of the incurrence of such Liens.
Appears in 2 contracts
Samples: Credit Agreement (Vera Bradley, Inc.), Credit Agreement (Vera Bradley, Inc.)
Liens. The Company will not, and will not permit Neither the Borrower nor any Subsidiary to, will 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 receivablereceivable and royalties) or rights in respect of any thereof, except:
(a) Liens created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Original Effective Date and set forth in 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 that it secures on the Restatement Original Effective Date and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof (other than by an amount not to exceed interest, premiums and fees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof;
(cd) 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 the Borrower or a Subsidiary in a transaction permitted hereunder) after the Restatement Original Effective Date 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 or assets asset of the Company Borrower or any Subsidiary (other than, in the case of any such merger or consolidation, the assets of any Person 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 (other than by an amount not to exceed interest, premiums and fees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof;
(de) Liens on fixed or capital assets or Intellectual Property acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests Liens secure only Indebtedness permitted by clause (eSection 6.01(e) of Section 6.01, and obligations relating thereto not constituting Indebtedness and (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 the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets asset of the Company Borrower or any SubsidiarySubsidiary (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 or Intellectual Property financed by such Person;
(ef) 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;
(g) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders or similar agreement;
(h) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted EncumbrancesAcquisition or other transaction permitted hereunder;
(i) any Lien on assets of any Foreign Subsidiary; provided that (A) such Lien shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of any Loan Party and (B) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder; and
(fj) other Liens on assets securing Indebtedness or other obligations in an aggregate principal amount not to exceed $10,000,000 at any time outstanding. Notwithstanding the foregoing, no Lien, other than Liens permitted under clauses (not constituting Collaterala), (b), (e), (i) and (j) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount definition of the Indebtedness term “Permitted Encumbrances” and other obligations subject clauses (a), (d), (e) and (f) above, may attach to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as Account or Intellectual Property of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) Borrower or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensLoan Party.
Appears in 2 contracts
Samples: Credit Agreement (Pandora Media, Inc.), Credit Agreement (Pandora Media, Inc.)
Liens. The Company None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will not, and will not they 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 created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) Liens in respect of the Permitted Receivables Financing;
(d) any Lien on any property or asset of Holdings, the Company Parent Borrower or any Subsidiary existing on the First Restatement Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of Holdings, the Company Parent Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the First Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(ce) any Lien existing on any property or asset prior to the acquisition thereof by the Company Parent Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the First 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 Parent Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(df) Liens on fixed or capital assets acquired, constructed or improved by by, or in respect of Capital Lease Obligations of, the Company Parent Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (eix) of Section 6.016.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Parent Borrower or any Subsidiary;
(eg) Liens, with respect to any Mortgaged Property, described in Schedule B-2 of the title policy covering such Mortgaged Property;
(h) Liens in respect of sales of accounts receivable by Foreign Subsidiaries permitted by Section 6.05(c)(ii);
(i) other Liens securing liabilities permitted hereunder in an aggregate amount not exceeding (i) in respect of consensual Liens, $5,000,000 (which amount shall increase to $10,000,000 upon completion of the IPO Repayment Event) and (ii) in respect of all such Liens, $10,000,000 (which amount shall increase to $20,000,000 upon completion of the IPO Repayment Event), in each case at any time outstanding;
(j) Liens in respect of Indebtedness permitted by Section 6.01(a)(xiv), provided that the assets subject to such Liens are not located in the United States;
(k) Liens, rights of setoff and other similar Liens existing solely with respect to cash and Permitted EncumbrancesInvestments on deposit in one or more accounts maintained by any Lender, in each case granted in the ordinary course of business in favor of such Lender with which such accounts are maintained, securing amounts owing to such Lender with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money;
(l) licenses or sublicenses of Intellectual Property (as defined in the Security Agreement) granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Company;
(m) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(n) Liens for the benefit of a seller deemed to attach solely to xxxx xxxxxxx money deposits in connection with a letter of intent or acquisition agreement with respect to a Permitted Acquisition;
(o) Liens deemed to exist in connection with Investments permitted under Section 6.04 that constitute repurchase obligations and in connection with related set-off rights;
(p) Liens of a collection 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;
(q) Liens of sellers of goods to the Parent Borrower or any of its Subsidiaries arising under Article 2 of the UCC in effect in the relevant jurisdiction in the ordinary course of business, covering only the goods sold and covering only the unpaid purchase price for such goods and related expenses; and
(fr) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienssecuring Permitted Subordinated Notes Refinancing Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Trimas Corp), Credit Agreement (Trimas 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Subsidiary, and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) 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 Restatement Effective Date 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 Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets property, plant and equipment acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (ec) of Section 6.016.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 70% of the cost of acquiring, constructing or improving such fixed or capital assets property, plant and equipment, and (iv) such security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted EncumbrancesLiens on cash securing any Hedging Agreements in an aggregate amount not to exceed $50,000,000 at any time; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as the securing Indebtedness in an aggregate principal amount of the Indebtedness and other obligations subject not to such Liens does not exceed $25,000,000 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 2 contracts
Samples: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) any Lien existing on any property or asset prior to the acquisition 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 Restatement Effective Date 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 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 Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company 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) 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 security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;; and
(e) Permitted Encumbrances; and
Liens securing Indebtedness permitted by clause (f) Liens on assets and clause (not constituting Collateralg) of the Company and its Subsidiaries not otherwise permitted above so long as Section 6.01, provided that the aggregate principal amount of the Indebtedness and other obligations subject to such secured by those Liens does not exceed $5,000,000 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienstime.
Appears in 2 contracts
Samples: Credit Agreement (Almost Family Inc), Credit Agreement (Almost Family 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) in the case of any Subsidiary, 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 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 Subsidiary;; and
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company Borrower and its Subsidiaries not otherwise permitted above so long as the aggregate outstanding principal amount of the Indebtedness and other obligations subject to such Liens Liens, when aggregated with the aggregate outstanding principal amount of Indebtedness permitted by Section 6.01(i), does not at any time exceed the greater of $100,000,000 and 67.5% of Consolidated Total Assets (determined calculated as of the last day most recently ended fiscal quarter and determined at the time of the most recent fiscal quarter for which incurrence of such Indebtedness by reference to the Borrower’s financial statements shall have been most recently delivered pursuant to Section 5.01(a) or Section 5.01(b(b) (or, if prior to the date of the delivery of any such the first financial statementsstatements to be delivered pursuant to Section 5.01(a) or (b), the last day of the last fiscal quarter included in the most recent financial statements referred to in Section 3.04(a)) at the any time of the incurrence of such Liensoutstanding.
Appears in 2 contracts
Samples: Term Loan Agreement (Lam Research Corp), Credit Agreement (Lam Research 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.023.12; 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, 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 Company 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) 180 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 property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.
Appears in 2 contracts
Samples: Loan Agreement (Oneida LTD), Credit Agreement (Oneida LTD)
Liens. The Company Each Credit Party 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company any Credit Party or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.026.3; provided that (i) such Lien shall not apply to any other property or asset of the Company any Credit Party or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company any Credit Party or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 any Credit Party or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens and transfers in connection with the securitization, financing or other transfer of any mortgage loans or mortgage servicing reimbursement rights (and/or, in each case, related rights, interests and servicing assets) owned by the Borrower or any of its Subsidiaries;
(e) Liens and transfers in connection with the securitization or other transfer of any credit card receivables (and/or related rights and interests) owned by the Borrower or any of its Subsidiaries;
(f) Liens on fixed or capital assets acquired, constructed or improved by the Company any Credit Party or any SubsidiarySubsidiary to secure Indebtedness of such Credit Party or such Subsidiary incurred to finance the acquisition, construction or improvement of such fixed or capital assets; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Company any Credit Party or any Subsidiary;
(eg) Permitted EncumbrancesLiens arising in connection with repurchase agreements contemplated by Section 6.2(i); andprovided that such security interests shall not apply to any property or assets of any Credit Party or any Subsidiary except for the mortgage loans or securities, as applicable, subject to such repurchase agreements;
(fh) Liens on assets arising in connection with Indebtedness permitted by Sections 6.2(l)(v) or 6.2(q), which Liens are granted in the ordinary course of business;
(not constituting Collaterali) of the Company and its Subsidiaries Liens not otherwise permitted above by this Section 6.3 so long as the Obligations hereunder are contemporaneously secured equally and ratably with the obligations secured thereby;
(j) Liens not otherwise permitted by this Section 6.3, so long as the aggregate outstanding principal amount of the Indebtedness and other obligations subject to such Liens secured thereby does not exceed (as to the Credit Parties and all Subsidiaries) $250,000,000 at any time exceed one time;
(k) Liens and transfers in connection with the greater of $100,000,000 and 6% of Consolidated Total Assets RAL Receivables Transaction; and
(determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(al) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensLiens on Unrestricted Margin Stock.
Appears in 2 contracts
Samples: Credit Agreement (H&r Block Inc), 364 Day Credit and Guarantee Agreement (H&r Block 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date and set forth in Schedule 6.02date of the Existing Credit Agreement; 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 secured on the Restatement Effective Date date of the Existing Credit Agreement and extensions, renewals and replacements thereof that do and did not increase the outstanding principal amount thereofthereof and (iii) all such Liens secure obligations having an aggregate principal amount not exceeding at any time $10,000,000;
(c) 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 Restatement Effective Date date of the Existing Credit Agreement prior to the time such Person becomes or became a Subsidiary; provided that (i) such Lien is not or was 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 and (iii) such Lien shall secure only those obligations which it secures or secured 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 or did not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any SubsidiarySubsidiary securing Indebtedness incurred to finance such acquisition, construction or improvement; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrancesany Lien securing the Borrower’s obligations under any Hedging Agreement, subject to the requirements of Section 6.07;
(f) sales of accounts receivable and interests therein pursuant to Securitization Transactions constituting Priority Indebtedness permitted under Section 6.01;
(g) Liens deemed to exist in connection with sale and lease-back transactions permitted under Section 6.03;
(h) Liens securing Priority Indebtedness permitted under Section 6.01(a), (c) or (i); and
(fi) other Liens on assets not specifically listed above securing obligations (other than Indebtedness) not constituting Collateral) of the Company 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 exceed $1,000,000 at any one time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 2 contracts
Samples: Revolving Credit Bridge Facility Agreement (Convergys Corp), Revolving Credit Bridge Facility Agreement (Convergys Corp)
Liens. The Company No Group Member 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, exceptother than:
(a) Liens created pursuant to any Loan Document;
(b) any Lien on any property or asset any assets of the Company or any Subsidiary Group Member existing on the Restatement ARCA Effective Date and set forth in as reflected on Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset of the Company such Group Member (other than after acquired property affixed thereto or any Subsidiary incorporated therein and proceeds or products thereof) and (ii) such Lien shall secure only those obligations which it secures on the Restatement ARCA Effective Date and extensions, renewals and replacements thereof that do not increase Permitted Refinancing Indebtedness with respect thereto;
(b) Liens created pursuant to the outstanding principal amount thereofLoan Documents;
(c) Permitted Liens;
(d) Liens on fixed or capital assets acquired, constructed, repaired or improved by any Lien Group Member; provided that (i) such security interests secure Indebtedness permitted by Section 6.03(d), (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 and (iii) such security interests shall not apply to any other property or assets of such Group Member;
(e) Liens arising from precautionary UCC financing statements regarding operating leases;
(f) Liens existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary Group Member (including, without limitation, in connection with a Permitted Acquisition) or existing on any property or asset of any Person that becomes a Subsidiary Group Member after the Restatement ARCA Effective Date prior to the time such Person becomes a SubsidiaryGroup Member; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiaryGroup Member, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company such Group Member (other than after acquired property affixed thereto or any Subsidiary incorporated therein and proceeds or products thereof) 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 SubsidiaryGroup Member, as the case may be, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofPermitted Refinancing Indebtedness with respect thereto;
(dg) 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;
(h) Liens securing obligations owing to a Group Member;
(i) Liens on fixed or capital assets acquiredproperty of any Foreign Subsidiary, constructed or improved by which Liens secure Indebtedness of the Company or any Subsidiary; provided that applicable Foreign Subsidiary permitted under Section 6.03(g);
(j) Liens on property (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, any Subsidiary that is not a Loan Party and (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 that does not exceed the cost of acquiringconstitute Collateral, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets which Liens secure Indebtedness of the Company or any Subsidiaryapplicable Subsidiary permitted under Section 6.03 (other than Section 6.03(g));
(ek) Permitted Encumbrances; and[Reserved];
(fl) other Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as neither the aggregate principal amount value of the property subject to such Liens, nor the Indebtedness and other obligations subject to such Liens does not at any time secured thereby, exceed the greater of $100,000,000 50,000,000 and 63.5% of Consolidated Total Assets (determined as of the last day of Holdco Group, at any one time outstanding, in the most recent fiscal quarter for which financial statements aggregate;
(m) [Reserved]; and
(n) Liens on the Collateral securing Indebtedness permitted under Section 6.03(p); provided that (x) such Liens on ABL Priority Collateral (as defined in the Intercreditor Agreement) shall have been delivered pursuant rank junior to Section 5.01(athe Liens on such ABL Priority Collateral securing the Secured Obligations and (y) or Section 5.01(bsuch Liens on Term Priority Collateral (as defined in the Intercreditor Agreement) (or, may rank prior to the delivery of any Liens on such financial statementsTerm Priority Collateral securing the Secured Obligations, in each case pursuant to the last day of Intercreditor Agreement (or another customary intercreditor agreement reasonably satisfactory to the last fiscal quarter included in the financial statements referred to in Section 3.04(aAgent)) at the time of the incurrence of such Liens.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.), Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Liens. The Company Such 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrowers or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company any Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 any Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, 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 Company any 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) 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 any Borrower or any Subsidiary;
(e) Permitted EncumbrancesLiens created pursuant to the Loan Documents; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate principal amount of the Indebtedness and other obligations subject not to such Liens does not exceed $10,000,000 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 2 contracts
Samples: Credit Agreement (Spartan Motors Inc), Credit Agreement (Spartan Motors 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, 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 Company Borrower or any Subsidiary; provided that (i) such security interests -------- secure Indebtedness permitted by clause (ed) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Liens on Accounts Receivable and other assets of any Receivables Subsidiary arising in connection with any Permitted EncumbrancesAccounts Receivable Securitization; and
(f) Liens on assets (not constituting Collateral) securing other Indebtedness of the Company Borrower and its Subsidiaries subsidiaries not otherwise expressly permitted above so long as by clauses (a) through (e) above; provided -------- that the aggregate principal amount of the Indebtedness and other obligations subject to such secured by Liens permitted by this clause (f) does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included 30,000,000 in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensaggregate.
Appears in 2 contracts
Samples: Credit Agreement (Arch Chemicals Inc), 364 Day Credit Agreement (Olin 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) 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 Restatement Effective Date 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (ed) of Section 6.017.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 120 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 Borrower or any Subsidiary;; and
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of Lien created under any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensLoan Document.
Appears in 2 contracts
Samples: Credit Agreement (Jupitermedia Corp), Credit Agreement (Jupitermedia 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness of a Loan Party or Indebtedness permitted by clause (ed) 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 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 Subsidiary;; and
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 seven and 6% a half percent (7.5%) of Consolidated Total Assets Net Worth (determined as of the last day of by reference to the most recent fiscal quarter for which financial statements shall have been of the Borrower delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, if prior to the date of the delivery of any the first financial statements to be delivered pursuant to such financial statementsSection, the last day of the last fiscal quarter included in the most recent financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens).
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Maxim Integrated Products 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 created pursuant to any Loan DocumentTransaction Liens;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the any Wireline Company or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date 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);
(cd) 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 Restatement Effective Date 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 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);
(de) Liens on fixed or capital assets acquired, constructed constructed, restored or improved by any Wireline Company (including any such assets made the Company or any Subsidiarysubject of a Capital Lease Obligation); provided that (i) such security interests Liens secure Indebtedness permitted by clause (evii) of Section 6.016.01(a), (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 150 days after such acquisition or the completion of such construction 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 security interests Liens shall not apply to any other property or assets of the Company or any SubsidiaryWireline Company;
(e) Permitted Encumbrances; and
(f) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any Wireline Company on assets deposit with or in possession of such bank arising in the ordinary course of business;
(not constituting Collateralg) Liens in favor of the Borrower or any Guarantor;
(h) Liens on cash or Cash Equivalents securing (a) obligations of any Wireline Company and its Subsidiaries not otherwise under Swap Agreements permitted above so long as under Section 6.07, or (b) letters of credit that support such obligations under such Swap Agreements; provided that the aggregate principal amount of the Indebtedness and other obligations subject to secured by all such Liens does shall not at any time exceed $35,000,000;
(i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the greater sale of $100,000,000 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 6% (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 the financing of Consolidated Total Assets 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 extent that the aggregate outstanding principal amount of the obligations secured thereby (determined as of the last day date such Lien is incurred) does not exceed $100,000,000 at any time outstanding;
(o) Liens on the Collateral securing Permitted Pari Passu Indebtedness permitted under Section 6.01(a)(xviii);
(p) Liens on Excluded RUS Grant Assets in favor of the most recent fiscal quarter for which financial statements shall have been delivered RUS granted pursuant to Section 5.01(aa RUS Grant and Security Agreement; provided that aggregate amount of RUS Grant Funds shall not exceed $275,000,000; and
(q) or Section 5.01(bLiens on any Notes Escrow Account (and the Notes Escrowed Proceeds held therein) (orsecuring the related Permitted Escrow Notes, prior to but only so long as the delivery of any such financial statements, the last day of the last fiscal quarter included related Notes Escrow Arrangements are in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienseffect.
Appears in 2 contracts
Samples: Credit Agreement Refinancing Amendment (Windstream Corp), Credit Agreement (Windstream 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 created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(cd) any Lien existing on any property fixed or capital asset (including equipment) 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 Restatement Effective Date 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 and Subsidiary, (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 (iv) the aggregate principal amount of all Indebtedness secured by Liens permitted by this clause (d) shall not at any time exceed $25,000,000;
(de) Liens on fixed or capital assets (including equipment) acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause subclause (ei) of Section 6.016.01(e), including Capital Lease Obligations, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) property of the Company and Borrower or any of its Subsidiaries not otherwise securing Indebtedness owing to Lake Park Insurance, Ltd. permitted above so long as by Section 6.01(i) provided that the aggregate principal amount of the all Indebtedness and other obligations subject to secured by such Liens does shall not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets 35,000,000;
(determined as i) Liens on property of the last day Borrower or any of its Subsidiaries securing Indebtedness owing to a Loan Party permitted by Section 6.01(c) and (ii) Liens on property of any Subsidiary that is not a Material Subsidiary securing Indebtedness owing to any other Subsidiary that is not a Material Subsidiary permitted by Section 6.01(c);
(h) Liens securing Indebtedness of Foreign Subsidiaries permitted by subclause (ii) of Section 6.01(e) provided that such Liens encumber only assets of the most recent fiscal quarter for which financial statements shall have been delivered Foreign Subsidiaries;
(i) Liens granted in connection with any Receivable Securitization Facility permitted hereunder on the receivables sold pursuant to Section 5.01(a) or Section 5.01(b) thereto (ortogether with all collections and other proceeds thereof and any collateral securing the payment thereof), prior all right, title and interest in and to the delivery lockboxes and other collection accounts in which proceeds of any such financial statementsreceivables are deposited, the last day of rights under the last fiscal quarter included documents executed in connection with such Receivable Securitization Facility and in the financial statements referred Equity Interests issued by any special purpose entity organized to purchase the receivables thereunder;
(j) Liens on cash securing Indebtedness arising in connection with Swap Agreements permitted by Section 3.04(a)6.07; and
(k) other Liens not otherwise permitted by this Section 6.02 provided that the aggregate book value of assets subject to the Liens permitted by this clause (k) does not exceed $5,000,000 at the time of the incurrence of such Liensany time.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Lennox International Inc), Revolving Credit Facility Agreement (Lennox International 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) Permitted Encumbrances;
(b) Liens created pursuant to any Loan Document;
(bc) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted under Section 6.01(b);
(cd) 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 Restatement Effective Date 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 proceeds) 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;
(de) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (eg) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Borrower or any Subsidiary;
(ef) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.11;
(g) bankers liens, rights of set-off and similar Liens incurred on deposits made in the ordinary course of business;
(h) Liens on deposits pursuant to Swap Agreements to secure obligations thereunder to the extent such Swap Agreements are permitted hereunder;
(i) leases, subleases, and non-exclusive licenses or sublicenses granted to third parties in the ordinary course of business, and exclusive licenses granted to third parties provided that the fair market value of all property for which exclusive licenses are granted shall not exceed $10,000,000 at any time 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) Liens in connection with cash collateral for letters of credit securing real property leases;
(o) Liens on real property securing Indebtedness incurred by Virtusa (Pvt.) Limited and permitted under Section 6.01;
(p) 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;
(q) 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;
(r) Liens constituting a renewal, extension or replacement of any Permitted EncumbrancesEncumbrance;
(s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and
(ft) 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 (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is permitted under Section 6.01(o). Notwithstanding the foregoing, no Subsidiary that is a Massachusetts Securities Corporation shall (i) create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except for any Liens on assets permitted under clause (not constituting Collaterala) of the Company definition of “Permitted Encumbrances” 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 at Section 6.02(g), or (ii) assign or sell any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets income or revenues (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(aincluding accounts receivable) or Section 5.01(b) (or, prior to the delivery rights in respect of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensthereof.
Appears in 2 contracts
Samples: Credit Agreement (Virtusa Corp), Credit Agreement (Virtusa Corp)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness 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 pursuant to any Loan Document;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof;
(cb) 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 Restatement Effective Date 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 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 as of such date;
(dc) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within ninety (90) days 18 months after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby was incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(d) any Lien on property or assets of the Borrower or any Subsidiary in favor of the Borrower or any Subsidiary;
(e) Permitted Encumbrances; andaccounts receivable balances of up to $300,000,000 at any time at Sunoco Receivables Corporation as part of Securitization Transactions;
(f) Liens on assets of Sunoco Logistics Partners L.P. and its subsidiaries securing Indebtedness permitted under Section 6.01(a)(viii); and
(not constituting Collateralg) other Liens securing Indebtedness and Securitization Transactions that, when aggregated with the Indebtedness of Subsidiaries permitted under Section 6.01(a)(ix) and the aggregate sale price of the Company assets sold in sale and its Subsidiaries leaseback transactions permitted under Section 6.03, do not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 615% of Consolidated Total Net Tangible Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of at any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienstime.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Sunoco Inc), Credit Facility Agreement (Sunoco 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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
(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 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 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;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as the under this Section securing obligations in an aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not exceeding at any time exceed the greater of $100,000,000 and 620% of Consolidated Total Assets (determined Tangible Net Worth as at the end of the last day immediately preceding fiscal quarter of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensBorrower.
Appears in 2 contracts
Samples: Credit Agreement (Medtronic Inc), Credit Agreement (Medtronic 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.026.01; provided PROVIDED that (i) such Lien shall not apply to any other property or asset of any of the Company Borrowers or any Subsidiary of their Subsidiaries and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 any of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, 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 Company or any Subsidiary; provided PROVIDED that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Company or any Subsidiary;
(e) Permitted EncumbrancesLiens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Company and the Subsidiaries; and
(f) other Liens on assets not expressly permitted by clauses (not constituting Collaterala) through (d) above; PROVIDED that the sum of the Company and its Subsidiaries not otherwise permitted above so long as (i) the aggregate principal amount of outstanding obligations secured by Liens permitted under this clause (f) and (ii) the Indebtedness and other obligations subject to such Liens Attributable Debt permitted by Section 6.02(b) does not at any time exceed the greater of $100,000,000 and 625% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensNet Worth.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Automatic Data Processing Inc), Credit Agreement (Automatic Data Processing Inc)
Liens. The Neither the Parent nor the Company will, nor will not, and will not the Parent or the Company 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 (real or personal, tangible or intangible) of the Parent, the Company 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 created pursuant to any Loan DocumentPermitted Lien;
(b) any Lien on any property or asset of the Company or any Subsidiary existing in existence on the Restatement Effective Closing Date and set forth that is listed 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof7.02 hereto;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Parent, the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective 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 of the Parent, the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on Liens: (i) that are placed upon fixed or capital assets or real estate, acquired, constructed or improved by the Parent, the Company or any Subsidiary; , provided that (iA) such security interests Liens secure Indebtedness permitted by clause (e) of Section 6.017.01(b), (iiB) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or real estate; and (ivD) such security interests Liens shall not apply to any other property or assets of the Company 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;
(e) Permitted Encumbrances; andLiens securing Indebtedness permitted under Section 7.01(d);
(f) Liens on assets (not constituting Collateral) of sellers of goods to the Parent or its Subsidiaries arising under Article 2 of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount Uniform Commercial Code or similar provisions of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included applicable law in the financial statements referred to ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(g) Liens on raw materials and inventory acquired in the ordinary course of business securing obligations in respect of Trade Letters of Credit issued hereunder; and
(h) Liens granted by any Foreign Subsidiary on its assets securing Indebtedness permitted by Section 3.04(a7.01(i)) at the time of the incurrence of such Liens.
Appears in 2 contracts
Samples: Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness 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 pursuant to any Loan Document;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof;
(cb) 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 Restatement Effective Date 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 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 as of such date;
(dc) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within ninety (90) days 18 months after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby was incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(d) any Lien on property or assets of the Borrower or any Subsidiary in favor of the Borrower or any Subsidiary;
(e) Permitted Encumbrances; andaccounts receivable balances of up to $400,000,000 at any time at Sunoco Receivables Corporation as part of Securitization Transactions;
(f) Liens on assets of Sunoco Logistics Partners L.P. and its subsidiaries securing Indebtedness permitted under Section 6.01(a)(viii); and
(not constituting Collateralg) other Liens securing Indebtedness and Securitization Transactions that, when aggregated with the Indebtedness of Subsidiaries permitted under Section 6.01(a)(ix) and the aggregate sale price of the Company assets sold in sale and its Subsidiaries leaseback transactions permitted under Section 6.03, do not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 615% of Consolidated Total Net Tangible Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of at any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienstime.
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Sunoco Inc), Credit Facility Agreement (Sunoco Inc)
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:
(ai) Liens created pursuant to any under the Loan DocumentDocuments;
(bii) Permitted Encumbrances;
(iii) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date and set forth in on Schedule 6.026.02 (including any Lien that attaches by law to the proceeds thereof); provided that (iA) such Lien shall not apply to any other property or asset of the Company Borrower or any Subsidiary and (iiB) such Lien shall secure only those obligations which that it secures on the Restatement Effective Date and extensionsor, renewals and replacements thereof with respect to any such obligations that do not increase the outstanding principal amount shall have been extended, renewed or refinanced in accordance with Section 6.01, Refinancing Indebtedness in respect thereof;
(civ) any Lien existing on any property or asset asset, including any Lien that attaches by law to the proceeds thereof, prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset asset, including any Lien that attaches by law to the proceeds thereof, of any Person that becomes a Subsidiary or is merged or consolidated with the Borrower or any Subsidiary after the Restatement Effective Date date hereof prior to the time such Person becomes a SubsidiarySubsidiary or is so merged or consolidated securing Indebtedness permitted under Section 6.01(a)(vi); provided that (iA) such Lien is not created in contemplation of or in connection with such acquisition acquisition, merger or consolidation or such Person becoming a Subsidiary, as the case may be, (iiB) such Lien shall not apply to any other property or assets asset of the Company Borrower or any Subsidiary and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition acquisition, merger or consolidation or the date such Person becomes a Subsidiary, as the case may be, and extensionsor, renewals and replacements thereof with respect to any such obligations that do not increase the outstanding principal amount shall have been extended, renewed or refinanced in accordance with Section 6.01, Refinancing Indebtedness in respect thereof;
(dv) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary, including any Lien that attaches by law to the proceeds thereof; provided that (iA) such security interests Liens secure Indebtedness permitted by clause (ea)(v) of Section 6.01, (iiB) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 180 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and any financing costs associated therewith and (ivD) such security interests Liens shall not apply to any other property or assets asset of the Company Borrower or any Subsidiary;
(evi) Permitted Encumbrancesin connection with the sale or transfer of all the Equity Interests in a Subsidiary in a transaction permitted under Section 6.04, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;
(vii) in the case of any Subsidiary that is not a wholly-owned Subsidiary, any put and call arrangements, drag-along and tag-along rights and obligations, and transfer restrictions related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;
(viii) any Lien on assets of any Foreign Subsidiary; provided that such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary, or any other Foreign Subsidiary organized under the laws of the same nation as such Foreign Subsidiary, permitted hereunder;
(ix) reservations, limitations, provisos and conditions expressed in any original grant from any federal Canadian Governmental Authority (in the case of Subsidiaries organized under the laws of Canada);
(x) Liens arising under operating leases which are subject to the Personal Property Security Act (Alberta);
(xi) Liens arising out of any Sale/Leaseback Transactions;
(xii) Liens on cash, cash equivalents or marketable securities of the Borrower or any Subsidiary securing obligations of the Borrower or any Subsidiary under Swap Agreements permitted under Section 6.06;
(xiii) sales or other transfers of accounts receivable, payment intangibles and related assets pursuant to, and Liens existing or deemed to exist in connection with, Securitization Transactions permitted under Section 6.01(a)(xv); and
(fxiv) other Liens on assets (securing Indebtedness or other obligations in an aggregate principal amount not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as to exceed, together with the aggregate principal amount of the unsecured Indebtedness and other obligations subject to of Subsidiaries outstanding under Section 6.01(a)(xviii) at such Liens does not at any time exceed the greater of $100,000,000 and 6time, 15% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensNet Tangible Assets.
Appears in 2 contracts
Samples: 364 Day Bridge Term Loan Agreement (Tyson Foods Inc), Term Loan Agreement (Tyson Foods Inc)
Liens. The Company Parent Borrower will not, and will not permit any Subsidiary to, (i) 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, or (ii) enter into any arrangement with any Person providing for the leasing by the Parent Borrower or any of its Subsidiaries of real or immovable or personal or movable property that has been or is to be sold or transferred by the Parent Borrower or any of its Subsidiaries to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Parent Borrower or any of its Subsidiaries (any such arrangement, a “Sale-Leaseback Transaction”), except:
(a) Liens created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien existing on the date hereof that is, solely in the case of any such Lien securing any Indebtedness for borrowed money that in each case is in a principal amount of US$10,000,000 or more, set forth on Schedule 7.3 hereof, on any property or asset of the Company Parent Borrower or any Subsidiary existing on the Restatement Effective Date and set forth in Schedule 6.02Subsidiary; provided that (i) such Lien shall not be amended to apply to any other property or asset of the Company Parent Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property or asset that is acquired after the date hereof existing prior to the acquisition thereof by the Company Parent Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date date hereof existing prior to the time such Person becomes a SubsidiarySubsidiary (including assets held by a Target in the case of 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 Parent Borrower or any other Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens created after the date hereof on fixed or capital assets acquired, constructed or improved by the Company Parent Borrower or any Subsidiary, or Sale-Leaseback Transactions in respect of any assets acquired, constructed or improved by or for the Parent Borrower or any Subsidiary; provided that (i) any such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred incurred, or any such Sale-Leaseback Transaction is entered into, prior to or within ninety 120 days (90or, in the case of such Sale-Leaseback Transaction, one year) days after the later of such acquisition or the completion of such construction or improvement, (iiiii) the any Indebtedness secured thereby by any such Lien does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) any such security interests Lien or Sale-Leaseback Transaction shall not apply to any other property or assets of the Company Parent Borrower or any Subsidiary;
(e) Permitted Encumbrances; andother Liens or Sale-Leaseback Transactions not otherwise permitted in this Section 7.3 on, or in respect of, any property of the Parent Borrower or any Subsidiary in an aggregate amount of up to $100,000,000 (calculated by reference to the amount of the obligations secured by each such Lien or the amount of each such Sale-Leaseback Transaction, as applicable);
(f) Liens on assets (not constituting Collateral) accounts receivable and proceeds thereof under or in connection with a securitization of the Company and its Subsidiaries not accounts receivable otherwise permitted above so long as in Section 7.5(b);
(g) Liens created pursuant to the Security Documents;
(h) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Stock of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement; and
(i) other Liens on the assets of Foreign Subsidiaries that do not constitute Collateral; provided that the aggregate principal amount of the Indebtedness and other obligations subject secured pursuant to such Liens does not at any time exceed the greater of $100,000,000 Sections 7.3(d), (e) and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered i) above (including Sale-Leaseback Transactions entered into pursuant to Section 5.01(a7.3(e) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) and outstanding at the time of the any incurrence of such Liens, together with (without duplication) the aggregate principal amount of secured Indebtedness incurred pursuant to Sections 7.2(f) and (h) and outstanding at the time of incurrence of any such Liens, shall not exceed 7.5% of the Consolidated Assets (the “General Lien Basket Cap”) of the Parent Borrower and its Subsidiaries; provided, that the General Lien Basket Cap shall be increased to 10% at any time after the Term Loans have been paid in full.
Appears in 2 contracts
Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Liens. The Company will not, and nor will not it cause or permit any Subsidiary Borrower to, create, incur, assume or permit to exist any Lien on (i) 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 any assignment or sale of such income, exceptrevenues or rights in connection with the sale, assignment or transfer of the underlying property or asset) or (ii) any Equity Interests of any of the Company’s Designated Subsidiaries, except in each case:
(a) Liens created pursuant on any property or assets of (i) the Company existing on the Effective Date or (ii) any Subsidiary Borrower existing on the date any Subsidiary first becomes a Subsidiary Borrower, and, if any Subsidiary ceases to be a Subsidiary Borrower and is subsequently redesignated as a Subsidiary Borrower, Liens on any Loan Documentproperty or assets of such Subsidiary Borrower as of the date of such redesignation;
(b) any Lien Liens on any property or asset assets of any Person existing at the time such Person is merged or consolidated with or into the Company or any Subsidiary existing on the Restatement Effective Date Borrower, and set forth not created in Schedule 6.02; provided that (i) contemplation of 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofevent;
(c) any Lien existing on any property or asset assets 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 Restatement Effective Date prior to the time such Person becomes a SubsidiaryBorrower; 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 does not apply to any other property or assets of the Company or any Subsidiary Borrower and (iii) such Lien shall secure secures 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 thereofacquisition;
(d) Liens on fixed any property or capital assets acquired, constructed or improved by the Company or any SubsidiarySubsidiary Borrower; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness (including Capital Lease Obligations) secured thereby are incurred prior to or within ninety (90) 360 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed property or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Company or any SubsidiarySubsidiary Borrower;
(e) Permitted Encumbrances; and;
(f) judgment Liens on assets (securing judgments not constituting Collateralan Event of Default under Article VII;
(g) Liens arising in connection with Swap Contracts for the purpose of hedging or mitigating risks to which the Company or any Subsidiary Borrower is exposed in connection with the conduct of business or the management of assets or liabilities of the Company or any of its Subsidiaries;
(h) Liens on securities owned by the Company or any Subsidiary Borrower which are pledged to any Federal Home Loan Bank or other government sponsored entity to secure advances and its Subsidiaries extensions of credit made to the Company or any Subsidiary Borrower in the ordinary course of business by any Federal Home Loan Bank or by any other government sponsored entity in connection with programs that are generally available to similarly situated companies in the insurance or financial services industry;
(i) Liens arising out of deposits of cash or securities into collateral trusts or reinsurance trusts with ceding companies, insurance regulators or as otherwise incurred in the ordinary course of business of the Company or any Subsidiary Borrower;
(j) Liens on any real property and personal property relating thereto securing Limited Recourse Real Estate Indebtedness of any Subsidiary Borrower;
(k) Liens not otherwise permitted above so long by this Section arising in the ordinary course of the business of the Company or any Subsidiary Borrower that do not secure any Indebtedness;
(l) Liens arising out of Securities Transactions entered into in the ordinary course of business;
(m) Liens on, or sales or transfers of, securitized assets (including notes, bonds and other securities or accounts receivable) in connection with securitizations of such assets that in each case are entered into in connection with the conduct of business or the management of assets or liabilities of the Company or any of its Subsidiaries; provided that no such Lien shall extend to or cover any property or assets other than the assets subject to such securitization (including the proceeds of the foregoing) and related rights under the securitization documents;
(n) Liens securing obligations in respect of letters of credit issued on behalf of any Insurance Subsidiary for insurance regulatory or reinsurance purposes;
(o) Liens securing obligations in connection with ordinary course operation of the affordable housing business of SAFG Retirement Services, Inc. and its subsidiaries;
(p) Liens on the Equity Interests of direct subsidiaries of AGC Life Insurance Company;
(q) Liens on intercompany Indebtedness of any Subsidiary Borrower owed to the Company or any other Subsidiary Borrower;
(r) Liens incurred pursuant to the Loan Documents;
(s) Liens securing Operating Indebtedness;
(t) Liens securing Indebtedness in respect of letters of credit, bankers’ acceptance and/or loan facilities required to support the capital requirements of Ascot Corporate Name Ltd., as a member of Lloyds of London;
(u) Liens on any assets as security required by applicable Law as a condition to the transaction of any business;
(v) Liens securing Indebtedness not otherwise permitted by this Section; provided that the aggregate principal amount of the Indebtedness and other obligations subject to secured by such Liens does shall not at any time exceed the greater of (i) $100,000,000 6,000,000,000 and 6(ii) 5% of Consolidated Total Assets Net Worth at any one time outstanding; and
(determined as w) any extension, renewal or replacement of the last day foregoing; provided that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or assets (other than a substitution of the most recent fiscal quarter for which financial statements shall like assets) unless such additional Indebtedness or assets would have been delivered pursuant to Section 5.01(a) permitted in connection with the original creation, incurrence or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence assumption of such LiensLien.
Appears in 2 contracts
Samples: Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc)
Liens. The Company Borrower will not, and will not permit any Applicable Subsidiary that is a Guarantor 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 pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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 any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing the Indebtedness permitted by clause (e) 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 Subsidiaries to secure all or a portion of the purchase price thereof; provided that such Lien shall not extend to any other property or assets of the Borrower or its Subsidiaries;
(e) Liens on fixed or capital assets acquired, constructed or improved by the Company 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) 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(ef) Permitted Encumbrancesany interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased, 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 easement;
(g) Liens not otherwise permitted by this Section so long as (i) the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Borrower and all its Subsidiaries) at any one time, $25,000,000 and (ii) such Liens are not secured by the Collateral;
(h) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the 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;
(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 a 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 any existing commitments unutilized thereunder, and is not secured by any additional assets; and
(fj) Liens on assets created pursuant to any Loan Documents (not constituting Collateralincluding Liens pursuant to the Loan Documents securing the Term Loan Agreement and Indebtedness under the Note Purchase Agreements and the Notes) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations such Liens are subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensIntercreditor Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Natural Resource Partners Lp), Second Amendment to Third Amended and Restated Credit Agreement
Liens. The Company Borrowers 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 itasset, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created pursuant under the Loan Documents (or under the Amended Acquired Company Credit Agreement and related documents, but only if all the Company’s rights thereunder, including all Liens (other than Liens on real property) securing the obligations thereunder, shall have been assigned to any Loan Documentthe Administrative Agent as provided in the Collateral Documents);
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(cd) 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 Restatement Effective Date prior to the time such Person becomes a SubsidiarySubsidiary (including pursuant to a Permitted Acquisition); 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 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;
(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 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 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;
(e) Permitted Encumbrances; and
(fe) Liens on assets (not constituting Collateralother than Accounts, Inventory, Equity Interests, Intellectual Property and proceeds thereof) of the Company and its Subsidiaries not otherwise securing Indebtedness permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to under Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a6.01(a)(viii)) at the time of the incurrence of such Liens.
Appears in 2 contracts
Samples: Credit Agreement (Dress Barn Inc), Credit Agreement (Dress Barn Inc)
Liens. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on of any property kind upon any of its or asset their respective Properties (including the Capital Stock of any Restricted Subsidiary), whether now owned or hereafter acquired by itacquired, or assign any revenue or sell any income or revenues (including accounts receivable) or rights in respect of any thereofprofits therefrom, exceptother than and except for:
(a) Liens created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset Liens securing indebtedness of a Restricted Subsidiary owing to the Company or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofa Wholly-Owned Restricted Subsidiary;
(c) any Lien Liens on the Capital Stock of Unrestricted Subsidiaries;
(d) Liens existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset Property of any a Person that becomes a Subsidiary after the Restatement Effective Date prior to at the time such Person becomes a Restricted Subsidiary, or Liens existing prior to the time of acquisition upon any Property acquired by the Company or any Restricted Subsidiary through purchase, merger or consolidation, or otherwise; provided PROVIDED, that except as otherwise permitted by this SECTION 9.9, any such Lien (i) shall not encumber any other Property of the Company or any Restricted Subsidiary and (ii) shall not have been created or modified in any respect in anticipation of such Person's becoming a Restricted Subsidiary or in anticipation of the acquisition by the Company or any Restricted Subsidiary of the real property subject thereto (other than to reflect the assumption of such Lien or other ministerial acts relating thereto); PROVIDED, HOWEVER, that the aggregate amount of indebtedness secured by all Liens permitted pursuant to this CLAUSE (D) shall not exceed $25,000,000 in the aggregate for all Persons;
(e) Liens placed on Property at the time of acquisition thereof to secure all or a portion of (or to secure Total Debt incurred to pay all or a portion of) the purchase price of such acquisition; PROVIDED that (i) such Lien Property is not created and shall not become encumbered in contemplation an amount in excess of the lesser of the cost or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, fair market value thereof; and (ii) any such Lien shall not apply to encumber any other property or assets Property of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Restricted Subsidiary; provided PROVIDED, HOWEVER, that the aggregate amount of indebtedness secured by all Liens permitted pursuant to this CLAUSE (iE) 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 shall not exceed $25,000,000 in 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;
(e) Permitted Encumbrancesaggregate for all Persons; and
(f) Liens (other than Liens on assets (the Capital Stock of a Restricted Subsidiary) securing indebtedness in an aggregate amount for all such Persons not constituting Collateral) of the Company 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 exceed $50,000,000 at any one time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 2 contracts
Samples: Credit Agreement (Santa Fe Snyder Corp), 364 Day Credit Agreement (Santa Fe Snyder Corp)
Liens. The Company will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues other than the following (including accounts receivable) or rights in respect of any thereof, except:each a “Permitted Lien”):
(a) Customary Permitted Liens;
(b) Liens created pursuant to any Loan Document;
(bc) any Lien on any property or asset of the Company or any Subsidiary Liens existing on the Restatement Effective Date date hereof and set forth in listed on Schedule 6.02; provided that (i) such Lien shall not apply to 7.01 and any other property renewals or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount extensions thereof;
(cd) any attachment or judgment Lien not otherwise constituting an Event of Default under Section 8.01(h) in existence less than sixty (60) days after the entry thereof or with respect to which (i) execution has been stayed, (ii) payment is covered in full by insurance, or (iii) the Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and shall have set aside on its books such reserves as may be required by GAAP with respect to such judgment or award;
(e) Liens existing 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 Restatement Effective Date prior to at the time such Person becomes a Subsidiary; Subsidiary or such property or assets are acquired, but only, in any such case, (i) if such Lien was not created in contemplation of such Person becoming a Subsidiary or such property or assets being acquired, and (ii) so long as such Lien does not encumber any assets other than the property subject to such Lien at the time such Person becomes a Subsidiary or such property or assets are acquired;
(f) Liens on assets securing Indebtedness permitted to be incurred or assumed pursuant to Section 7.03(e), including any interest or title of a lessor under any Capitalized Lease, provided that (i) any such Lien is does not created in contemplation encumber any property other than assets constructed or acquired with the proceeds of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, Indebtedness and (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(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 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 the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other the property or assets being acquired on the date of the Company or any Subsidiaryacquisition;
(eg) Permitted Encumbrances; andLeases, subleases, licenses and sublicenses granted in the ordinary course of business, which could not reasonably be expected to have a Material Adverse Effect;
(h) any Lien constituting a renewal, extension or replacement of any Lien permitted by clauses (c), (f) Liens on assets or (not constituting Collateralg) of this Section 7.01, but only, in the Company and its Subsidiaries not otherwise permitted above so long as case of each such renewal, extension or replacement Lien, to the aggregate extent that the principal amount of the Indebtedness and other obligations subject to such Liens secured thereby does not at any time exceed the greater principal amount of $100,000,000 such Indebtedness so secured unless such excess is permitted by Section 7.03 to be incurred and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant by this Section 7.01 to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any be secured by such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) Lien at the time of the incurrence extension, renewal or replacement, the maturity thereof is not shortened and such Lien is limited to all or a part of the property subject to the Lien extended, renewed or replaced;
(i) Liens on cash collateral pursuant to Sections 2.03, 2.05(c), and 2.17 of the Revolving Credit Agreement (as in effect on July 20, 2011 or any successor provisions thereto);
(j) other Liens securing obligations, including Indebtedness for borrowed money (other than (A) the Indebtedness created pursuant to the Note Purchase Agreement, except to the extent the Obligations and the “Obligations” (as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement are secured equally and ratably with such Indebtedness and (B) the “Obligations” under (and as defined in) the Revolving Credit Agreement, except to the extent the Obligations under this Agreement are secured equally and ratably with such Obligations by all collateral securing the “Obligations” under the Revolving Credit Agreement other than any cash or other collateral security for “L/C Obligations” under (and as defined in) the Revolving Credit Agreement, in an aggregate principal amount (including the entire unused amount of committed credit facilities and all outstanding Indebtedness, liabilities and obligations) not exceeding 10% of Consolidated Net Worth as of the time of the granting of such LiensLien; provided, that, to the extent a Lien granted pursuant to this Section 7.01(j) was permitted hereunder at the time of the grant of such Lien, such Lien will continue to be permitted hereunder notwithstanding a subsequent decrease in Consolidated Net Worth.
Appears in 2 contracts
Samples: Credit Agreement (Aecom Technology Corp), Credit Agreement (Aecom Technology Corp)
Liens. The Company will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it, it or assign or sell on any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created pursuant to any Loan Document;
(b) any Lien on any property or asset assets of the Company or any Subsidiary Borrower and its Subsidiaries existing on the Third Amendment and Restatement Effective Date and set forth encumbering property or assets with a fair market value, and securing obligations having a principal amount, in Schedule 6.02each case of less than $25,000,000; provided that (ix) 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 Third Amendment and Restatement Effective Date and extensions, renewals and replacements thereof that do permitted hereunder and (y) such Liens shall not increase apply to any other property or assets of the outstanding principal amount thereofCompany or any of the Subsidiaries;
(cb) 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 Third Amendment and 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 does not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, be and extensions, renewals and replacements thereof that do permitted hereunder;
(c) Liens for Taxes not increase the outstanding principal amount thereofyet delinquent or which are being contested in compliance with Section 6.03;
(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like 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 (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 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;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included arising in the financial statements referred to ordinary course of business and securing obligations that are not overdue by more than 90 days or which are being contested in compliance with Section 3.04(a)) at the time of the incurrence of such Liens.6.03;
Appears in 2 contracts
Samples: Credit Agreement (Laboratory Corp of America Holdings), Credit Agreement (Laboratory Corp of America Holdings)
Liens. The Company Borrower 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 (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired by itacquired, or assign or sell any income such property or revenues assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivablereceivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or rights in respect assign any right to receive income, or file or permit the filing of any thereoffinancing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, exceptEXCEPT that the foregoing restrictions shall not apply to:
(a) Liens created pursuant to any Loan Document;the Standard Permitted Liens; and
(b) any Lien on any property Liens which
(i) are placed upon equipment or asset machinery used in the ordinary course of business of the Company Borrower or any Subsidiary existing on at the Restatement Effective Date and set forth in Schedule 6.02; provided that time of (ior within 180 days after) 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any such Subsidiary to secure Indebtedness incurred to pay or finance all or a portion of the purchase price thereof, PROVIDED that the Lien encumbering the equipment or machinery so acquired does not encumber any other asset of the Borrower or any such Subsidiary; or
(ii) are existing on property or other assets at the time acquired by the Borrower or any Subsidiary or existing on any property or asset assets of any Person that a person at the time such person first becomes a Subsidiary after of the Restatement Effective Date prior to Borrower; PROVIDED that (A) any such Liens were not created at the time such Person becomes a Subsidiary; provided that (i) such Lien is not created of or in contemplation of the acquisition of such assets or person by the Borrower or any of its Subsidiaries; (B) in connection with the case of any such acquisition of a person, any such Lien attaches only to the property and assets of such person; and (C) in the case of any such acquisition of property or such Person becoming a assets by the Borrower or any Subsidiary, as the case may be, (ii) any such Lien shall attaches only to the property and assets so acquired and not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided PROVIDED that (i1) the Indebtedness secured by any such security interests secure Indebtedness permitted by Lien does not exceed 100% of the fair market value of the property and assets to which such Lien attaches, determined at the time of the acquisition of such property or asset or the time at which such person becomes a Subsidiary of the Borrower (except in the circumstances described in clause (e) of Section 6.01, (ii) above to the extent such security interests Liens constituted customary purchase money Liens at the time of incurrence and were entered into in the Indebtedness secured thereby are incurred prior to or within ninety ordinary course of business), and (90) days after such acquisition or the completion of such construction or improvement, (iii2) 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;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise is permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(aby section 9.4(c)) at the time of the incurrence of such Liens.
Appears in 2 contracts
Samples: Credit Agreement (Healthcare Recoveries Inc), Credit Agreement (Trover Solutions 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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;; and
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Restricted Subsidiary; provided that (i) such security interests Liens, secure Indebtedness permitted by clause (e) of Section 6.017.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Borrower or any Subsidiary;other Restricted Subsidiaries; and
(e) Permitted Encumbrances; and
Liens securing Indebtedness permitted by clause (f) Liens on assets (not constituting Collateralh) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens7.01.
Appears in 2 contracts
Samples: Senior Unsecured Term Credit Agreement (Exco Resources Inc), Senior Unsecured Term Credit Agreement (Exco Resources Inc)
Liens. The Company 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 thereoftherein, except:
(a) (i) Permitted Encumbrances and (ii) Liens created pursuant to any under the Loan DocumentDocuments;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in on 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 the obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 (other than as a result of a Division where the Dividing Person is the Company or a Subsidiary) (or of any Person not previously a Subsidiary that is merged, consolidated or amalgamated with or into the Company or a Subsidiary in a transaction permitted hereunder) after the Restatement Effective Date date hereof prior to the time such Person becomes a SubsidiarySubsidiary (or is so merged, consolidated or amalgamated); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiarySubsidiary (or such merger, consolidation or amalgamation), as the case may be, (ii) such Lien shall not apply to any other property or assets of any of the Company or any Subsidiary and (iii) such Lien shall secure only those the obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiarySubsidiary (or such merger, consolidation or amalgamation), 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 Company or any SubsidiarySubsidiary (including, without limitation, Liens securing Capital Lease Obligations); provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and assets, (iviii) such security interests shall not apply to any other property or assets of the Company or any SubsidiarySubsidiary and (iv) such Lien shall secure only the obligations it secures on the date of such incurrence and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; provided, further, that individual financings of assets otherwise permitted to be secured hereunder provided by one Person (or its Affiliates) may be cross collateralized to other financings of assets provided by such Person (or its Affiliates) on customary terms;
(e) Permitted Encumbrances; andLiens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Company and the Subsidiaries in the ordinary course of business;
(f) Liens arising from any interest or title of a lessor or sublessor under any lease or sublease not prohibited by Section 6.03 entered into by the Company or any Subsidiary as lessee;
(g) Liens arising from precautionary UCC financing statements filed in connection with leases;
(h) Liens in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off);
(i) Liens on xxxx xxxxxxx money deposits made in connection with letters of intent or purchase agreements;
(j) Liens arising on intellectual property in connection with the grant by the owner of such intellectual property of non-exclusive licenses in the ordinary course;
(k) Liens of any securities intermediary arising as a matter of law on securities or other assets held by such securities intermediary;
(l) Liens on assets of any Broker Dealer Subsidiary created or otherwise arising in the ordinary course of its business;
(not constituting Collateralm) liens in favor of only the Company and its or one or more Subsidiaries granted by the Company or a Subsidiary to secure any obligations owed to the Company or a Subsidiary; and
(n) other Liens not otherwise expressly permitted above so long as by clauses (a) through (m) above; provided that the sum of (i) the aggregate principal amount of the outstanding obligations secured by Liens permitted under this clause (n), (ii) without duplication of the foregoing clause (i), the aggregate principal amount of Indebtedness and the aggregate value of preferred stock or other obligations subject to such Liens does preferred equity interests permitted by Section 6.02(n) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of $100,000,000 (y) US$200,000,000 and 6(z) 18% of Consolidated Total Assets (determined as of EBITDA for the last day of the Test Period most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) recently ended on or Section 5.01(b) (or, prior to the delivery date of incurrence of any such financial statementsLien. Notwithstanding the foregoing provisions of this Section, to the extent that more than 25% of the value of the assets of the Company, or of the Company and the Subsidiaries taken as a whole, that are subject to the restrictions of this Section is at any time represented by Margin Stock (within the meaning of Regulation U), the last day Company and the Subsidiaries shall be free to sell, pledge or otherwise dispose of such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence value of such Liensassets will be subject to the restrictions of this Section).
Appears in 2 contracts
Samples: Term Credit Agreement (Broadridge Financial Solutions, Inc.), Term Credit Agreement (Broadridge Financial Solutions, Inc.)
Liens. The Company Borrower will not, and will not permit any Significant 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 pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Significant Subsidiary existing on the Restatement Effective Date date hereof and set forth described 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 Significant Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company Borrower or any Significant Subsidiary or existing on any property or asset of any Person that becomes a Significant Subsidiary after the Restatement Effective Date 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 Significant 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Significant Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) Debt incurred solely for the purpose of Section 6.01financing such acquisition, construction or improvement, (ii) such security interests and the Indebtedness Debt secured thereby are incurred prior to or within ninety (90) 180 days after such acquisition or the completion of such construction or improvement, and (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 Significant Subsidiary;
(e) Permitted Encumbrances; andLiens on accounts receivable (and in property securing or otherwise supporting such accounts receivable together with proceeds thereof) of the Borrower and its Significant Subsidiaries in connection with a Receivables Securitization;
(f) Liens on assets real property securing Debt and other obligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding; and
(not constituting Collateralg) of the Company and its Subsidiaries Liens not otherwise permitted above so long as by the aggregate principal amount foregoing clauses of the Indebtedness this Section securing Debt and other obligations subject in an aggregate principal and notional amount not to such Liens does not exceed at any time exceed the greater of $100,000,000 and 6outstanding 5% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensNet Tangible Assets.
Appears in 2 contracts
Samples: Credit Agreement (Bellsouth Corp), Credit Agreement (Bellsouth Corp)
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.026.04; 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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 Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.016.03, (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 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 Subsidiary;
(e) Permitted Encumbrances; andLiens on any property or assets of the Borrower or any Subsidiary in favor of any other Subsidiary or the Borrower securing obligations not exceeding (i) $15,000,000 in 2005 and (ii) in each fiscal year thereafter, the amount which is ten per cent in excess of the aggregate principal amount permitted in the prior fiscal year;
(f) Liens on assets incurred by WEX Bank in the ordinary course of its business in connection with the issuance of certificates of deposit, escrow deposits in the form of money market deposits, customer deposits and borrowed federal funds; and
(not constituting Collateralg) of the Company and its Subsidiaries Liens not otherwise permitted above so long as hereunder which secure obligations not exceeding in the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not $5,000,000 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 2 contracts
Samples: Credit Agreement (Wright Express CORP), Credit Agreement (Wright Express 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) 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 Restatement Effective Date 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 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;
(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 clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 property or assets of the Company or any Subsidiary;
(e) Permitted EncumbrancesLiens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted under clauses (b), (c) or (d) above; andprovided, that (i) such Indebtedness is not secured by any additional assets and (ii) the amount of such Indebtedness secured by any such Lien is not increased;
(f) Liens on assets arising out of Sale and Leaseback Transactions permitted by Section 6.09;
(not constituting Collateralg) of the Company and its Subsidiaries not otherwise Liens in connection with or to secure Indebtedness permitted above under Section 6.01 that arise under Permitted Receivables Facilities or Vendor Trade Programs so long as the parties to each such Permitted Receivables Facility or Vendor Trade Program are bound by, and such Liens are subject to, the Intercreditor Agreement;
(h) Liens that are contractual rights of set-off;
(i) licenses, sublicenses, leases or subleases granted to or from others that do not interfere in any material respect with the business of the Company or any Subsidiary;
(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods;
(k) Liens on Government Contract Payments (and related equipment, as applicable) arising in favor of a Government Contract Payment Purchaser in connection with a Government Contract Payment Sale;
(l) Liens securing Indebtedness permitted under Section 6.01(q);
(m) Liens on deposit accounts subject to Cash Pooling Arrangements securing Indebtedness permitted under Section 6.01(r); and
(n) other Liens securing obligations in an aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time not to exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens2,500,000.
Appears in 2 contracts
Samples: Credit Agreement (Insight Enterprises Inc), Credit Agreement (Insight Enterprises Inc)
Liens. The Company Such 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrowers or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company any Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 any Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, 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 Company any 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) 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 any Borrower or any Subsidiary;
(e) Permitted Encumbrances; andLiens created pursuant to the Loan Documents;
(f) Liens on Vehicles and any assets related thereto that are customarily subject to a Lien pursuant to a Floorplan Arrangement (as determined by the applicable Borrower in good faith) securing Indebtedness permitted under Section 6.01(i); provided that (i) the Indebtedness secured thereby does not constituting Collateralexceed the cost of acquiring such Vehicles and related assets and (ii) such security interests shall not apply to any other property or assets of the Company and its Subsidiaries any Borrower or any Subsidiary;
(g) Liens on Receivables incurred in connection with any Permitted Receivables Sale Transaction; and
(h) Liens not otherwise permitted above so long as hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate principal amount of the Indebtedness and other obligations subject not to such Liens does not at any time exceed the greater of (i) $100,000,000 50,000,000 and 6% (ii) ten percent (10%) of Consolidated Total Assets (determined consolidated total assets of the Borrowers and their Subsidiaries as of the last day of the most recent fiscal quarter recently ended Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens5.01.
Appears in 2 contracts
Samples: Credit Agreement (Shyft Group, Inc.), Credit Agreement (Shyft 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 Principal Property now owned or hereafter acquired by it, it to secure Indebtedness of the Borrower or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofSubsidiary, except:
(a) Liens created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date and set forth in Schedule 6.02date hereof; provided that (i) such Lien shall not apply to cover 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 Restatement Effective Date 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);
(c) 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 Restatement Effective Date 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 Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement);
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 (ivii) such security interests Liens shall not apply to cover any other property or assets of the Company Borrower or any Subsidiary;Subsidiary or secure any Indebtedness other than the Indebtedness incurred to finance the acquisition, construction or improvement of such fixed or capital assets; and
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as 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 aggregate principal amount of the Indebtedness of the Borrower and other obligations subject to such the Subsidiaries secured by Liens permitted under this clause (e) does not at any time exceed the greater of $100,000,000 and 6an amount equal to 10% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any Tangible Net Worth at such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienstime.
Appears in 2 contracts
Samples: Credit Agreement (Hubbell Inc), Credit Agreement (Hubbell Inc)
Liens. The Company will notCreate or suffer to exist, and will not or permit any Subsidiary toof its Subsidiaries to create or suffer to exist, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of its properties, whether now owned or hereafter acquired by itacquired, or assign assign, or sell permit any income or revenues (including accounts receivable) or rights in respect of its Subsidiaries to assign, any thereofright to receive income, exceptother than the following, provided that any Lien permitted by any clause below shall be permitted under this Section 5.02(a), notwithstanding that such Lien would not be permitted by any other clause:
(ai) Permitted Liens,
(ii) Liens created pursuant to any under the Loan Document;Documents,
(biii) Liens upon or in any Lien on any real property or asset of equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or improvement of such property or equipment (including any Liens placed on such property or equipment within 180 days after the acquisition of such property or equipment), or Liens existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date prior to equipment at the time of its acquisition (other than any such Person becomes a Subsidiary; provided that (i) such Lien is not Liens created in contemplation of or in connection with such acquisition that were not incurred to finance the acquisition of such property) or such Person becoming extensions, renewals or replacements of any of the foregoing Liens securing obligations in the same or a Subsidiarylesser amount, as the case may beprovided, (ii) however, that no such Lien shall not apply extend to or cover any properties of any character other than the real property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may beequipment being acquired, and extensionsno such extension, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed renewal or capital assets acquired, constructed or improved by the Company 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 replacement shall extend to or within ninety (90) days after such acquisition cover any properties not theretofore subject to the Lien being extended, renewed or the completion of such construction or improvementreplaced, (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;
(e) Permitted Encumbrances; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as provided further that the aggregate principal amount of the Indebtedness Debt secured by the Liens referred to in this clause (iii) and other obligations subject to such Liens does clause (vi) below shall not exceed $25,000,000 at any time exceed outstanding,
(iv) the greater Liens existing on the Petition Date and described on Schedule 5.02(a) hereto,
(v) Liens on property of $100,000,000 and 6% of Consolidated Total Assets (determined as a Person existing at the time such Person is acquired by, amalgamated, merged into or consolidated with the Borrower or any Subsidiary of the last day Borrower or becomes a Subsidiary of the most recent fiscal quarter for which financial statements shall Borrower; provided that such Liens were not created in contemplation of such amalgamation, merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged or amalgamated into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,
(vi) Liens arising under leases that have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (orshould be, prior to in accordance with generally accepted accounting principles, recorded as capital leases; provided that the delivery of any such financial statements, the last day aggregate principal amount of the last fiscal quarter included in Debt secured by the financial statements Liens referred to in Section 3.04(a)this clause (vi) and clause (iii) above shall not exceed $25,000,000 at any time outstanding,
(vii) Liens on assets of Subsidiaries organized under the time laws of any jurisdiction outside of the incurrence United States (A) which secure Debt permitted under Section 5.02(d)(viii) or (B) which are incurred to permit such Subsidiaries to preserve their rights in any judicial, quasi- judicial, governmental agency or similar proceeding and which in the case of this clause (B) do not constitute an Event of Default under Section 6.01(f),
(viii) [reserved],
(ix) Liens on assets of Subsidiaries that are not Loan Parties securing Debt permitted under Section 5.02(d)(ix),
(x) Liens on up to $1,500,000 of cash collateral securing the obligations of the Borrower and its Subsidiaries under the Existing Secured Agreements set forth on Part 1 of Schedule 1.01(a),
(xi) Liens in respect of judgments that do not constitute an Event of Default under Section 6.01(f),
(xii) Liens on assets of the Borrower and its Subsidiaries not constituting Collateral which secure Debt permitted under Section 5.02(d)(xviii),
(xiii) Liens granted to provide adequate protection pursuant to the Orders (or any of them),
(xiv) Liens over any assets of any Subsidiary that is not a Loan Party to the extent required to provide collateral in respect of any appeal of any tax litigation in an aggregate amount not to exceed the amount required to be paid under local law to permit such Liens.appeal,
(xv) additional Liens securing obligations not to exceed $5,000,000 at any time outstanding,
(xvi) Liens in favor of a Loan Party securing Debt permitted under Section 5.02(d)(i), 5.02(d)(vii) or 5.02(d)(viii); provided, that such Debt also constitutes an Investment permitted under clause (C) of Section 5.02(i)(i) or under Section 5.02(i)(iii), and
(xvii) Liens on the Collateral securing Debt permitted under Section 5.02(d)(xv); provided, that (a) such Liens on the ABL Priority Collateral securing such Debt are junior to the Liens on the ABL Priority Collateral securing the Secured Obligations, (b) such Liens on the Term Loan Priority Collateral securing the Junior Loans (or any Permitted Refinancing thereof) are junior to the Liens on the Term Loan Priority Collateral securing the Secured Obligations and
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement, Debtor in Possession Credit Agreement
Liens. The Holding Company 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 itit or any of its Subsidiaries, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Holding Company or any Subsidiary existing on the Restatement Third Amendment Effective Date and set forth in on Schedule 6.026.3; provided that that, if such Lien is not released within sixty (60) days after the date hereof (i) such Lien shall not apply to any other property or asset of the Holding Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof over the amount set forth on Schedule 6.3;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Holding Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 Holding Company or any Subsidiary Subsidiary, (iii) such Lien secures Indebtedness permitted by Section 6.2(k) 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;
(d) Liens on fixed or capital assets acquired, constructed or improved acquired by the Company or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (e) of Section 6.016.2(k), (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvementsimultaneously therewith, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving acquiring such fixed or capital assets and assets, (iv) such security interests shall not apply to any other property or assets of the Company or any Subsidiary; and (v) the aggregate Indebtedness secured by all such Liens does not exceed $10,000,000;
(e) Permitted EncumbrancesLiens arising in connection with sale and leaseback transactions (i) described in Section 6.2(j)(x) or (ii) other sale and leaseback transactions permitted under Section 6.10(d); and
(f) Liens on assets (not constituting Collateral) of the Company a security interest granted by Tire Kingdom to Michelin Tire Corporation, as secured party, with respect to all inventory previously and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness hereafter purchased from Michelin Tire Corporation by Tire Kingdom and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensall proceeds thereof."
Appears in 2 contracts
Samples: Note Agreement (TBC Corp), Note Purchase Agreement (TBC 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 receivable) or rights in respect of any thereof, except:
(a) Liens created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date of this Agreement and set forth in Schedule 6.026.02 of the Disclosure Schedules; 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate of this Agreement;
(c) any Lien existing on any property or asset (other than Accounts or Inventory) prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property or asset (other than Accounts or Inventory) of any Person that becomes a Subsidiary after the 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 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;
(d) Liens on fixed any sale by Borrower or capital assets acquired, constructed or improved by such Subsidiary of accounts receivable generated in the Company or ordinary course of business (excluding any Subsidiary; provided that intercompany accounts receivable) of such Person so long as (i) such security interests secure Indebtedness permitted by clause (e) no Event of Section 6.01Default exists or would result therefrom, (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 after giving effect to such security interests transaction, 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 the cost of acquiring, constructing or improving any Lien resulting from such fixed or capital assets and (iv) sale shall apply only to such security interests shall not apply to any other property or assets of the Company or any Subsidiaryaccounts receivable;
(e) Permitted EncumbrancesLiens not otherwise permitted by the foregoing clauses of this Section 6.02 securing Indebtedness in an aggregate principal amount not to exceed the greater of (i) $50,000,000 or (ii) an amount equal to 5% of Net Tangible Assets (determined, in each case, by reference to the most recent date for which Borrower has delivered its Financials under Section 5.01(a) or (b)); and
(f) any Liens on assets (not constituting Collateral) created by Borrower or any Subsidiary under any Loan Document in favor of Administrative Agent, for its benefit and the benefit of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensLenders.
Appears in 2 contracts
Samples: Credit Agreement (WMS Industries Inc /De/), Credit Agreement (WMS Industries 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 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 pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof (including Liens created pursuant to the Other Corporate Loan Documents and the Pledge Agreement) and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(c) 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 Restatement Effective Date date hereof prior to the time such Person becomes a LOAN AGREEMENT 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company 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) 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted EncumbrancesLiens on assets acquired after the date hereof under Synthetic Lease Facilities; and
(f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above by the foregoing clauses of this Section 6.2, securing Debt of the Borrower or its Subsidiaries, so long as the aggregate principal amount sum, without duplication, of the Indebtedness (i) all such Debt and other obligations subject to such Liens (ii) all Debt permitted solely by clause (i) of Section 6.1 does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.5.0
Appears in 2 contracts
Samples: Loan Agreement (Quality Food Centers Inc), Loan Agreement (Fred Meyer Inc)
Liens. The Company 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof;
(c) 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 Restatement Effective Date 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 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 as of such date;
(d) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of the date such Lien is granted; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness Debt secured thereby are incurred prior to or within ninety (90) 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Company or any Subsidiary;
(e) Permitted Encumbrancesany Lien on the property or assets of any Subsidiary of the Company in favor of the Company or any wholly owned Subsidiary (other than a Lien in favor of a non-Material Subsidiary);
(f) any Lien on equipment (including printing presses and data-processing equipment) owned by the Company or any Subsidiary and located on the premises of any supplier and used in the ordinary course of the Company's or such Subsidiary's business;
(g) any judgment or judicial attachment Lien with respect to any judgment that does not constitute an Event of Default;
(h) any Lien securing any reimbursement, indemnification or similar obligation or liability incurred in the ordinary course of business in connection with any letter of credit, letter of guaranty, banker's acceptance, xxxx of exchange or similar instrument to backstop trade obligations of the Company or a Subsidiary;
(i) any Lien imposed by law where (x) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Company or any Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (y) the failure to remove such Lien could not reasonably be expected to result in a Material Adverse Effect;
(j) any Lien deemed to exist by virtue of any Capital Lease Obligation not otherwise prohibited hereunder;
(k) any Lien arising under any Loan Document;
(l) any Lien identified on Schedule 6.06 securing any Debt of any Subsidiary; and
(fm) any Liens on assets securing Debt or any other monetary obligation if, immediately after the incurrence thereof, all amounts of Debt and other monetary obligations secured by Liens which would not be permitted but for this clause (not constituting Collateral) m), when aggregated with the aggregate book value or sale price of the Company assets sold in sale and its Subsidiaries not otherwise leaseback transactions permitted above so long as pursuant to Section 6.02 and the aggregate principal amount of Subsidiary Debt permitted pursuant to Section 6.06(e), do not, in the Indebtedness and other obligations subject to such Liens does not at any time aggregate, exceed the greater of $100,000,000 and 67.5% of Consolidated Total Assets (determined as of at the last day of the most recent fiscal quarter end for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensdelivered.
Appears in 2 contracts
Samples: Five Year Revolving Credit and Competitive Advance Facility Agreement (Readers Digest Association Inc), 364 Day Revolving Credit and Competitive Advance Facility Agreement (Readers Digest Association Inc)
Liens. (a) 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, other than sales of delinquent accounts receivable for collection purposes in the ordinary course of business) or rights in respect of any thereof, except:
(ai) Liens created pursuant to any under the Loan DocumentDocuments;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofPermitted Encumbrances;
(ciii) 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 Restatement Effective Date 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 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(div) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (iA) such security interests secure Indebtedness permitted by clause (ev) of Section 6.016.01(a), (iiB) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (ivD) such security interests shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrances; and
(fv) Liens in the form of options on assets the Common Stock held by the Borrower and Holdings issued to directors and employees of Holdings, the Borrower and the Subsidiaries.
(b) Holdings will not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject create, incur, assume or permit to such Liens does not at exist any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(aincluding accounts receivable) or Section 5.01(b) (orrights in respect thereof, prior to except Liens created under the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensLoan Documents and Permitted Encumbrances.
Appears in 2 contracts
Samples: Credit Agreement (Argo Tech Corp), Credit Agreement (Argo Tech 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 created pursuant to any Loan Document;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Amendment No. 45 Effective Date and set forth 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 Restatement Amendment No. 45 Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 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 or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(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 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 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;
(e) Permitted Encumbrances;
(f) Liens on the Collateral securing Indebtedness permitted under Section 6.01(l), so long as such Liens are subject to, including on an effective basis under the governing law of the documentation under which such Liens are granted, the Intercreditor Agreement; and
(fg) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed (x) during the Covenant Suspension Period, $5,000,000 and (y) following the termination of the Covenant Suspension Period, the greater of $100,000,000 and 64.5% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.
Appears in 2 contracts
Samples: Credit Agreement (CIMPRESS PLC), Credit Agreement (CIMPRESS PLC)
Liens. The Company Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness 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 pursuant to any Loan Document;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof;
(cb) 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 Restatement Effective Date 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 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 as of such date;
(dc) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within ninety (90) days 18 months after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby was incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(d) any Lien on property or assets of the Borrower or any Subsidiary in favor of the Borrower or any Subsidiary;
(e) Permitted Encumbrances; andaccounts receivable balances of up to $400,000,000 at any time at Sunoco Receivables Corporation as part of Securitization Transactions;
(f) Liens on assets of Sunoco Logistics Partners L.P. and its subsidiaries securing Indebtedness permitted under Section 6.01(a)(viii);
(not constituting Collateralg) other Liens securing Indebtedness and Securitization Transactions that, when aggregated with the Indebtedness of Subsidiaries permitted under Section 6.01(a)(ix) and the aggregate sale price of the Company assets sold in sale and its Subsidiaries leaseback transactions permitted under Section 6.03, do not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 615% of Consolidated Total Net Tangible Assets at any time; and
(determined as h) Liens on assets of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensEpsilon.
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Sunoco Inc), Five Year Competitive Advance and Revolving Credit Facility Agreement (Sunoco Inc)
Liens. The Company will shall not, and will not nor shall it permit any Subsidiary to, directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any of its 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:
(a) Liens created pursuant to any Loan Document;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to Permitted Existing Liens and any other property renewals or asset of the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount extensions thereof;
(cii) any Lien existing on any property or asset prior Permitted Liens;
(iii) Liens with respect to the acquisition thereof assets acquired by the Company or any of its Subsidiaries after the Original Closing Date pursuant to a Permitted Acquisition (and not created in contemplation of such acquisition); provided that such Liens shall extend only to the assets so acquired and any accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof;
(iv) Liens securing Indebtedness of a Subsidiary to the Company or existing to another Guarantor;
(v) Liens securing Indebtedness permitted under Section 7.03(c)(v) on the assets related to the subject transactions;
(vi) Liens solely on any property xxxx xxxxxxx money deposits made by the Company or asset any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(vii) Liens on the assets of a Person that becomes a Subsidiary after the Restatement Effective Date prior to existing at the time such Person becomes a SubsidiarySubsidiary of the Company pursuant to a Permitted Acquisition; provided however that (i) any such Lien is may 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 extend to any other property or assets of the Company or any other Subsidiary and (iii) that is not a direct Subsidiary of such Person; provided further that any such Lien shall secure only those obligations was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which it secures on the date of such acquisition or the date such Person becomes became a Subsidiary, as Subsidiary of the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofCompany;
(dviii) Liens on fixed specific items of Inventory or capital assets acquiredother goods and the proceeds thereof securing such Person’s obligations in respect of bankers’ acceptances issued or credited for the account of such Person to facilitate the purchase, constructed shipment or improved by the Company storage of such inventory or any Subsidiary; provided that goods;
(iix) such security interests statutory, common law or contractual Liens of creditor depository institutions or institutions holding securities accounts (including rights of set-off or similar rights and remedies);
(x) Liens consisting of pledges of cash collateral in an aggregate amount not to exceed $5,000,000 to secure Hedging Agreements permitted hereunder;
(xi) customary Liens granted in favor of a trustee to secure fees and other amounts owing to a trustee under an indenture or other agreement pursuant to which Indebtedness permitted by clause (eSection 7.03(c)(ix) of or Section 6.01, (ii7.03(c)(xii) 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 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 Subsidiaryis issued;
(exii) Permitted Encumbrancesencumbering of assets of Foreign Subsidiaries securing Indebtedness permitted by Section 7.03(c)(vii);
(xiii) Liens encumbering Receivables sold or assigned pursuant to Section 7.03(a)(viii) and the proceeds thereof and any account into which such proceeds are deposited (so long as such account is maintained solely for the purpose of receiving such proceeds);
(xiv) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code as in effect in the State of New York (or, if applicable, the corresponding section of the Uniform Commercial Code in the relevant jurisdiction), in each case covering only the items being collected upon;
(xv) Liens representing the interest or title of a licensor, lessor, sublicensor or sublessor under any license or lease permitted by this Agreement;
(xvi) any encumbrance or restriction (including put and call arrangements) with respect to the transfer of the Equity Interests of any joint venture or similar arrangement pursuant to the terms thereof; and
(fxvii) Liens on assets (additional Liens; provided that the Indebtedness or other obligations secured thereby do not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as exceed $50,000,000 in the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not outstanding at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienstime.
Appears in 1 contract
Liens. The Company will not, and will not permit Neither the Borrower nor any Subsidiary to, will 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 receivablereceivable and royalties) or rights in respect of any thereof, except:
(a) Liens created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in 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 that it secures on the Restatement Effective Date date hereof and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof (other than by an amount not to exceed interest, premiums and fees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof;
(cd) 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 the Borrower or a Subsidiary in a transaction permitted hereunder) after the Restatement Effective Date 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 or assets asset of the Company Borrower or any Subsidiary (other than, in the case of any such merger or consolidation, the assets of any Person 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 (other than by an amount not to exceed interest, premiums and fees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof;
(de) Liens on fixed or capital assets or Intellectual Property acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests Liens secure only Indebtedness permitted by clause (eSection 6.01(e) of Section 6.01, and obligations relating thereto not constituting Indebtedness and (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 the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets asset of the Company Borrower or any SubsidiarySubsidiary (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 or Intellectual Property financed by such Person;
(ef) 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;
(g) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders or similar agreement;
(h) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted EncumbrancesAcquisition or other transaction permitted hereunder;
(i) any Lien on assets of any Foreign Subsidiary; provided that (A) such Lien shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of any Loan Party and (B) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder; and
(fj) other Liens on assets securing Indebtedness or other obligations in an aggregate principal amount not to exceed $10,000,000 at any time outstanding. Notwithstanding the foregoing, no Lien, other than Liens permitted under clauses (not constituting Collaterala), (b), (e), (i) and (j) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount definition of the Indebtedness term “Permitted Encumbrances” and other obligations subject clauses (a), (d), (e) and (f) above, may attach to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as Account or Intellectual Property of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) Borrower or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensLoan Party.
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 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 pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property Property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property Property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property Property or asset existing prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property Property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date date hereof existing 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 Property or assets of the Company Borrower or any Subsidiary Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on created in connection with the acquisition, development, construction or improvement by the Borrower or any Subsidiary of fixed or capital assets acquired, constructed or improved by the Company or any Subsidiaryassets; provided that (i) such security interests Liens secure Indebtedness permitted by Section 6.01 and all Indebtedness secured by Liens permitted by this clause (e) of Section 6.01does not exceed $75,000,000 in the aggregate outstanding at any time, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 180 days after such acquisition or the completion of such development, construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, developing, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property Property or assets of the Company Borrower or any SubsidiarySubsidiary other than such fixed or capital assets so acquired, developed, constructed or improved and other fixed or capital assets that are developed or improved thereby or otherwise reasonably related thereto (in the good faith determination of the Borrower) and working capital assets related thereto (including but not limited to revenue from, and insurance, condemnation, sale and other proceeds of, any such fixed or capital assets); and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and do not apply to any other Property or assets not previously encumbered by the Lien so extended, renewed or replaced;
(e) Permitted Encumbrances; andLiens securing Obligations;
(f) Liens on assets (deposits pursuant to any Swap Agreement entered into by the Borrower or any Subsidiary in the ordinary course of its business, not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as to exceed $75,000,000 in the aggregate principal amount outstanding at any time;
(g) Liens securing Attributable Obligations permitted by Section 6.06; and
(h) Liens securing Indebtedness; provided that the aggregate amount of the such Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 610% of Consolidated Total Assets (Tangible Net Worth determined as of the last day of time such Indebtedness is incurred and determined based upon the most recent fiscal quarter for which financial statements shall have been then most recently delivered pursuant to Section 5.01(a) or Section 5.01(b) and (orb), prior and without reduction to the delivery Consolidated Tangible Net Worth on account of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienssecured Indebtedness.
Appears in 1 contract
Liens. The Company will Borrower shall not, and will shall 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 it), or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a) Liens created pursuant to securing the payment of any Loan DocumentIndebtedness;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the Restatement Original Effective Date and set forth in Schedule 6.029.03; provided that (i) such Lien shall not apply to any other property or asset of the Company Borrower or any Restricted 132 Subsidiary and (ii) such Lien shall secure only those obligations which of the Borrower or any Restricted Subsidiary that it secures on the Restatement Effective Date date hereof and extensionspermitted by Section 9.02(b), renewals and replacements Permitted Refinancing Debt in respect thereof that do does not increase the outstanding principal amount thereof;
(cd) 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 Restatement Effective Date 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 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, be and extensions, renewals permitted by Section 9.02(e) and replacements Permitted Refinancing Debt in respect thereof that do does not increase the outstanding principal amount thereof;
(de) Liens on fixed or capital assets and the proceeds thereof acquired, constructed or improved by the Company Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness Debt permitted by clause (e) of Section 6.019.02(e), (ii) such security interests and the Indebtedness Debt 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 Debt secured thereby does not exceed the cost of acquiring, constructing or improving such the fixed or capital assets being acquired, constructed or improved and (iv) such security interests shall not apply to any other property or assets of the Company Borrower or any Restricted Subsidiary;
(e) Permitted Encumbrances; and
(f) Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business;
(g) Liens on assets the Equity Interests of any Unrestricted Subsidiary;
(h) Liens securing Debt permitted under Section 9.02(o); provided that such Liens do not constituting Collateral) attach or otherwise extend to any Property of the Company and its Subsidiaries not otherwise Borrower or any Restricted Subsidiary other than the proceeds of insurance policies the premiums of which are financed by such Debt; and
(i) Liens attaching to xxxx xxxxxxx money deposits made by the Borrower or any Restricted Subsidiary or other escrowed amounts in connection with an actual or anticipated acquisition by the Borrower or any Restricted Subsidiary permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to under Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens9.06.
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 created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth in on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.01 and (B) proceeds and products thereof and (ii) such Lien shall secure only those obligations which that it secures on the Restatement Effective 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(b) as Refinancing Indebtedness in respect thereof;
(cd) 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 (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 Restatement Effective Date 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 or assets asset of the Company or any Subsidiary (other than (A) the proceeds or products of such assets, (B) after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition, and (C) in the case of any such merger or consolidation, the assets of any Subsidiary without significant assets that was formed solely for the purpose of effecting such acquisition) 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 SubsidiarySubsidiary (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(g) as Refinancing Indebtedness in respect thereof;
(de) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease Obligation incurred) by the Company or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness incurred to finance such acquisition, construction or improvement and permitted by clause (ef)(i) of Section 6.01 or any Refinancing Indebtedness in respect thereof permitted by clause (f)(ii) of Section 6.01, and (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 the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property assets (except for replacements, additions and accessions to such assets) of the Company or any Subsidiary, other than the proceeds and products of such fixed or capital assets; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
(f) 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;
(g) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement;
(h) any Lien on assets of any Foreign Subsidiary; provided that (i) such Lien shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of the Company or any SubsidiarySubsidiary Guarantor and (ii) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder;
(ei) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Encumbrances; andAcquisition or other transaction permitted hereunder;
(fj) Liens granted (i) by a Subsidiary that is not a Loan Party in respect of Indebtedness permitted to be incurred under Section 6.01(c) and (ii) by any Subsidiary in favor of the Borrower or any Subsidiary Guarantor;
(k) Liens securing judgments for the payment of money not constituting an Event of Default under Article VII;
(l) Liens on assets the Collateral securing (not constituting i) Permitted First Priority Refinancing Indebtedness permitted under Section 6.01(e) on a pari passu basis with the Liens on the Collateral securing the Obligations, and, if secured by the Collateral) , Refinancing Indebtedness in respect thereof; provided that a trustee, collateral agent, security agent or other Person acting on behalf of the Company holders of such Indebtedness has entered into an Intercreditor Agreement and its Subsidiaries not otherwise (ii) Permitted Second Priority Refinancing Indebtedness permitted above so long as under Section 6.01(e) on a junior basis to the Liens on the Collateral securing the Obligations and, if secured by the Collateral, Refinancing Indebtedness in respect thereof; provided that a trustee, collateral agent, security agent or other Person acting on behalf of the holders of such Indebtedness has entered into an Intercreditor Agreement;
(m) other Liens securing Indebtedness or other obligations in an aggregate principal amount of the Indebtedness and other obligations subject not to such Liens does not at any time exceed the greater of (x) $100,000,000 and 625,000,000 (y) 2.5% of Consolidated Total Assets at any time outstanding;
(determined n) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Company or any Subsidiary in the ordinary course of business;
(o) Liens securing Indebtedness permitted hereunder to finance insurance premiums solely to the extent of such premiums;
(p) statutory and common law rights of setoff and other Liens, similar rights and remedies arising as a matter of law encumbering deposits of cash, securities, commodities and other funds in favor of banks, financial institutions, other depository institutions, securities or commodities intermediaries or brokerage, and Liens of a collecting bank arising under Section 4-208 or 4-210 of the last day UCC in effect in the relevant jurisdiction or any similar law of any foreign jurisdiction on items in the course of collection;
(q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(r) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the most recent fiscal quarter Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the or (3) relating to purchase orders and other agreements entered into with customers of the Company or any of Subsidiary in the ordinary course of business;
(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.04;
(t) the modification, replacement, renewal or extension of any Lien permitted by clauses (d) and (e) of this Section 6.02; provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 6.01 (to the extent constituting Indebtedness); and
(i) 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 and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for which financial statements shall have been delivered the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business. For purposes of determining compliance with this Section 6.02, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in clauses (a) through (u) 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 clauses (a) through (u), the Company may, in its sole discretion, classify or divide such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.02 and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the above clauses and such Lien securing such item of Indebtedness (or portion thereof) will be treated as being incurred or existing pursuant to Section 5.01(a) only such clause or Section 5.01(b) clauses (or, prior to the delivery of or any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(aportion thereof)) at the time of the incurrence of such Liens.
Appears in 1 contract
Samples: Credit Agreement (MTS Systems 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 created pursuant to any Loan Document;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(cd) 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 Restatement Effective Date 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 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;
(de) Liens on fixed or capital assets acquired, constructed or improved by the Company 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 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 Subsidiary;
(ef) Permitted Encumbrances; andLiens that are customary contractual rights of set-off relating to (i) the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness and/or (ii) pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business;
(fg) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets is permitted by Section 6.01(h); and
(determined as h) Liens on cash and/or cash equivalents of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior Borrower and its Subsidiaries solely to the delivery of any extent that such financial statements, liens secure the last day of the last fiscal quarter included in the financial statements referred to in Indebtedness permitted by Section 3.04(a6.01(k)) at the time of the incurrence of such Liens.
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date and set forth in Schedule 6.02date hereof; 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof and (iii) all such Liens secure obligations having an aggregate principal amount not exceeding at any time $10,000,000;
(c) 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 Restatement Effective Date 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 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 Company Borrower or any SubsidiarySubsidiary securing Indebtedness incurred to finance such acquisition, construction or improvement; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted Encumbrancesany Lien securing the Borrower’s obligations under any Hedging Agreement, subject to the requirements of Section 6.07;
(f) sales of accounts receivable and interests therein pursuant to Securitization Transactions constituting Priority Indebtedness permitted under Section 6.01;
(g) Liens deemed to exist in connection with sale and lease-back transactions permitted under Section 6.03;
(h) Liens securing Priority Indebtedness permitted under Section 6.01(a), (c) or (i); and
(fi) other Liens on assets not specifically listed above securing obligations (other than Indebtedness) not constituting Collateral) of the Company 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 exceed $1,000,000 at any one time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Convergys Corp)
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary of its Subsidiaries existing on the Restatement Effective Date date hereof and set forth in listed 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 Restatement Effective Date date hereof and any extensions, renewals and replacements thereof that do shall not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date date hereof prior to the time such Person becomes a Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 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) no such Lien shall not apply extend to any other property or assets of the Company Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 6.01(d) to finance the acquisition, construction or improvement of fixed or capital assets acquired, constructed or improved by the Company or any Subsidiaryassets; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 improvement and (ivii) no such security interests Lien shall not apply extend to any other property or assets of the Company Borrower or any Subsidiary;Subsidiary other than the property financed by such Indebtedness; Credit Agreement
(e) Permitted EncumbrancesLiens covering accounts receivable and related rights of the Borrower, its Subsidiaries and any special purpose entity issuing Indebtedness under a securitization transaction or program with respect to such accounts receivable and related rights (a "Receivables Securitization Program"), provided that (i) the Indebtedness of such special purpose entity is recourse only to its assets (and not to the assets of the Borrower or any Subsidiary other than such special purpose entity), (ii) the aggregate principal amount of such Indebtedness shall not at any time exceed 10% of Consolidated Total Capitalization at such time and (iii) no such Lien shall extend to any other property of the Borrower and its Subsidiaries; and
(f) Liens on assets incurred by the Borrower or any Subsidiary, in addition to Liens incurred under the foregoing clauses (not constituting Collaterala) through (e) of the Company and its Subsidiaries not otherwise permitted above so long as this Section, provided that neither (i) the aggregate outstanding principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed secured thereby nor (ii) the greater of $100,000,000 and 6% of Consolidated Total Assets aggregate fair market value (determined as of the last day date such Lien is incurred) of the most recent fiscal quarter for which financial statements assets subject thereto shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) exceed (or, prior as to the delivery of Borrower and all Subsidiaries) $20,000,000 at any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 1 contract
Samples: Credit Agreement (Teleflex 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 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 pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property Property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date as of June 2, 2011 and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property Property or asset of the Company Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property Property or asset existing prior to the acquisition thereof by the Company Borrower or any Subsidiary or existing on any property Property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date June 2, 2011 existing 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 Property or assets of the Company Borrower or any Subsidiary Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens on created in connection with the acquisition, development, construction or improvement by the Borrower or any Subsidiary of fixed or capital assets acquired, constructed or improved by the Company or any Subsidiaryassets; provided that (i) such security interests Liens secure Indebtedness permitted by Section 6.01 and all Indebtedness secured by Liens permitted by this clause (e) of Section 6.01does not exceed $75,000,000 in the aggregate outstanding at any time, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 180 days after such acquisition or the completion of such development, construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, developing, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property Property or assets of the Company Borrower or any SubsidiarySubsidiary other than such fixed or capital assets so acquired, developed, constructed or improved and other fixed or capital assets that are developed or improved thereby or otherwise reasonably related thereto (in the good faith determination of the Borrower) and working capital assets related thereto (including but not limited to revenue from, and insurance, condemnation, sale and other proceeds of, any such fixed or capital assets); and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and do not apply to any other Property or assets not previously encumbered by the Lien so extended, renewed or replaced;
(e) Permitted Encumbrances; andLiens securing Obligations;
(f) Liens on assets (deposits pursuant to any Swap Agreement entered into by the Borrower or any Subsidiary in the ordinary course of its business, not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as to exceed $75,000,000 in the aggregate principal amount outstanding at any time;
(g) Liens securing Attributable Obligations permitted by Section 6.06; and
(h) Liens securing Indebtedness; provided that the aggregate amount of the such Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 610% of Consolidated Total Assets (Tangible Net Worth determined as of the last day of time such Indebtedness is incurred and determined based upon the most recent fiscal quarter for which financial statements shall have been then most recently delivered pursuant to Section 5.01(a) or Section 5.01(b) and (orb), prior and without reduction to the delivery Consolidated Tangible Net Worth on account of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Lienssecured Indebtedness.
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 receivablereceivable but excluding income or revenues in respect of licenses being disposed) or rights in respect of any thereof, except:
(a) Liens created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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;
(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 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 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;
(e) Permitted Encumbrances; and
(f) other Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens75,000,000.
Appears in 1 contract
Liens. The Company will notNone of the GP, and will not permit the Borrower or any Subsidiary towill, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property asset of the GP, the Borrower or asset any 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 created pursuant to any Loan Documentunder the Credit Documents;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Closing Date and set forth in 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 Subsidiary and (ii) such Lien shall secure only those obligations which that it secures on the Restatement Effective Closing Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 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 or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that (i) such security interests Liens secure only Indebtedness permitted by clause (eoutstanding under Section 6.1(e) of Section 6.01, and obligations relating thereto not constituting Indebtedness and (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 the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property asset of the GP, the Borrower or any 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 asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any 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 or, if consummated prior to the Drop Down Date, under the Alon USA Energy Credit Agreement) after the Closing Date prior to the time such Person becomes a Subsidiary (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 (or such merger or consolidation), (ii) such Lien shall not apply to any other asset of the GP, the Borrower or any Subsidiary (other than, in the case of any such merger or consolidation, the assets of any special purpose merger Subsidiary that is a party thereto) and (iii) such Lien shall secure only those obligations that it secures on the Company date of such acquisition or the date such Person becomes a Subsidiary (or is so merged or consolidated), and any extensions, renewals and 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) 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) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.7, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;
(g) in the case of the Equity Interests in any 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 solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement for any Acquisition permitted hereunder;
(i) nonexclusive outbound licenses of Intellectual Property granted by the Borrower or any 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 Subsidiary;
(ej) Liens on cash and Cash Equivalents securing obligations of the Borrower or any Subsidiary under any Permitted EncumbrancesCommodity Hedge Agreement or under letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any Subsidiary supporting obligations of the Borrower or any Subsidiary under any Permitted Commodity Hedge Agreement;
(i) Liens created under the definitive documentation for any Permitted Supply & Offtake Agreement, provided that (i) 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 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 the Obligations or to any asset of the GP and (C) such Liens are subject to the terms of a Permitted Intercreditor Agreement (it being agreed that any holdback provided for in the Existing X. Xxxx Supply & Offtake Agreement, whether or not constituting margin or credit support, shall not be in deemed to violate this clause (k)); and
(fii) Liens on assets 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;
(not constituting Collaterall) of Liens created under the Company and its Subsidiaries not otherwise definitive documentation for any Permitted Revolving/LC Facility, provided that (i) such Liens secure only Indebtedness permitted above so long as the aggregate principal amount of the Indebtedness by Section 6.1(j) and other obligations not constituting Indebtedness that are secured thereunder (but, in any event, not obligations under any Hedging Agreement), and (ii) such Liens do not apply to any asset of the Borrower or any Subsidiary other than assets 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 does 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) or (other than in the case of the Existing IDB Credit Agreement) to any asset of the GP; and
(m) other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $10,000,000 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as outstanding; provided that no such Lien shall apply to any asset of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensGP.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Alon USA Energy, 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 created pursuant to any under the Loan DocumentDocuments;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 that it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofdate hereof;
(cd) any Lien existing on any property property, asset or asset shares of capital stock 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 Restatement Effective Date 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 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;
(de) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; , provided that (i) such security -------- interests secure Indebtedness permitted by clause (evii) of Section 6.016.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 Company Borrower or any Subsidiary;
(ef) Permitted EncumbrancesLiens created under the New Term Loan Credit Agreement and the New Senior Subordinated Notes Documents, provided that the Intercreditor -------- Agreement has been executed by the parties thereto and delivered to the Administrative Agent;
(g) Liens securing Indebtedness incurred in connection with insurance premium financings permitted by clause (ix) of Section 6.01, provided that the aggregate value of the assets secured in connection with -------- any insurance premium financing does not exceed the amount of the premiums for such insurance premium financing; and
(fh) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensExcluded Inventory.
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company 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 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 Subsidiary;
(e) Permitted Encumbrances; andLiens (i) of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon or (ii) in favor of a banking institution arising as a matter of law, encumbering amounts credited to deposit or securities accounts (including the right of set-off) and which are within the general parameters customary in the banking industry;
(f) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary;
(g) Liens arising from precautionary UCC financing statements, including in respect of any operating lease or disposition permitted by this Agreement;
(h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies, in each case as to deposit accounts or other funds maintained with a creditor depositary institution; and
(i) Liens on assets (not constituting Collateral) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens10,000,000.
Appears in 1 contract
Samples: Credit Agreement (Chicos Fas Inc)
Liens. The Company Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset of its properties, whether now owned or hereafter acquired by itacquired, or assign assign, or sell permit any income of its Subsidiaries to assign, any right to receive income, in each case to secure or revenues (including accounts receivable) or rights in respect provide for the payment of any thereofDebt of any Person, exceptother than:
(ai) Liens existing on assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created pursuant to any Loan Documentin contemplation of such event;
(bii) any Lien Liens on any property or asset assets securing Debt of the Company Borrower or any Subsidiary existing on of the Restatement Effective Date and set forth in Schedule 6.02; Borrower incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assets, provided that (i) such Lien shall not apply attaches to any other property such assets concurrently with or asset of within 90 days after the Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount acquisition thereof;
(ciii) Liens on assets of any Lien Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event;
(iv) Liens existing on any property or asset assets 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 of the Restatement Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is Borrower and not created in contemplation of or such acquisition;
(v) Liens in connection with the issuance of tax-exempt industrial development bonds;
(vi) Liens on deposits, cash or cash equivalents, if any, in favor of the Issuing Banks to cash collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder;
(vii) Liens securing Capital Lease Obligations;
(viii) Liens arising in connection with any Permitted Securitization and any amendment, renewal, increase or extension thereof; provided that such acquisition Liens shall only apply to the receivables of the Borrower or such Person becoming a any Subsidiary, as applicable, subject to the case may bePermitted Securitization and any assets related thereto, as applicable;
(iiix) such Lien shall not apply to any other property or assets Liens arising out of the Company refinancing, extension, renewal or refunding of any Debt of the Borrower or any Subsidiary of the Borrower secured by any Lien permitted by any of the foregoing clauses of this Section 5.02(a), provided that such Debt is not increased (except by fees, interest, expenses and (iii) such Lien shall secure only those obligations which it secures on the date other charges in connection with or arising out of such acquisition refinancing, extension, renewal or the date such Person becomes a Subsidiary, as the case may be, refunding) and extensions, renewals and replacements thereof that do is not increase the outstanding principal amount thereof;
(d) Liens on fixed or capital assets acquired, constructed or improved secured by the Company 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 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;
(e) Permitted Encumbrancesadditional assets; and
(fx) additional Liens on assets (not constituting Collateral) of created after the Company and its Subsidiaries not otherwise permitted above so long as date hereof, provided that the aggregate principal amount of Debt secured thereby and incurred on and after the Indebtedness and other obligations subject to such Liens does date hereof shall not exceed $100,000,000 in the aggregate at any one time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
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 thereoftherein, except:
(a) (i) Permitted Encumbrances and (ii) Liens created pursuant to any under the Loan DocumentDocuments;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Subsidiary and (ii) such Lien shall secure only those the obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) 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 Restatement Effective Date 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 any of the Company Borrower or any Subsidiary and (iii) such Lien shall secure only those the 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;
(d) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and assets, (iviii) such security interests shall not apply to any other property or assets of the Company Borrower or any SubsidiarySubsidiary and (iv) such Lien shall secure only the obligations it secures on the date of such incurrence and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(e) Permitted Encumbrances; andLiens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Borrower and the Subsidiaries in the ordinary course of business;
(f) Liens on assets (arising from any interest or title of a lessor or sublessor under any lease or sublease not constituting Collateral) of prohibited by Section 6.03 entered into by the Company and its Subsidiaries not otherwise permitted above so long Borrower or any Subsidiary as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.lessee;
Appears in 1 contract
Samples: Credit Agreement (Broadridge Financial Solutions, Inc.)
Liens. The Company will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, 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, exceptother than the following:
(a) Liens created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth in Schedule 6.027.02; 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 the amount secured or benefited thereby is not increased except as contemplated by Section 7.01(a), and (iii) any renewal or extension of the obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofsecured or benefited thereby is permitted by Section 7.01(a);
(c) 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 Restatement Effective Date 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 other Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiarySubsidiary (or any refinancing or replacement of such obligations which does not increase the principal amount of such obligations), as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) (i) Liens on fixed or capital assets acquiredsecuring Indebtedness permitted by Section 7.01(d)(i), constructed or improved by the Company or any Subsidiary; provided that (ix) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby Liens are incurred prior to or within ninety (90) 90 days after such acquisition or the completion of such construction or improvement, (iiiy) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of acquiring, constructing or improving such fixed or capital assets the property being acquired on the date of acquisition and (ivz) such security interests shall Liens do not apply at any time encumber any property other than the property financed by such Indebtedness and (ii) Liens securing Indebtedness permitted by Section 7.01(d)(ii), provided that (x) such Liens were not created in contemplation of such Acquisition or such other acquisition and (y) such Liens do not extend to any assets other property or assets than those of the Company Person so acquired or any Subsidiarythe assets so acquired;
(e) Permitted Encumbrancesany Liens in the form of cash collateral securing letters of credit; andprovided that the Indebtedness secured thereby shall not exceed $20,000,000;
(f) Liens on assets securing Indebtedness permitted by clause (not constituting Collateralh) of Section 7.01;
(g) Liens on the Company related accounts and its Subsidiaries assets contained in such accounts securing a Cash Pooling Financing;
(i) rights of pledge and set-off arising pursuant to the general banking conditions declared applicable to Dutch bank accounts, (ii) Liens in favor of a banking institution arising as a matter of Law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry, and (iii) Liens in favor of a banking institution encumbering deposits (including the right of set-off) that (x) are within the general parameters customary in the banking industry and (y) arise under deposit agreements entered into in the ordinary course of business, provided that such Liens do not at any time secure Indebtedness; and
(i) Liens not otherwise permitted above so long as the aggregate principal amount of the by this Section 7.02, securing Indebtedness and other obligations subject in an aggregate principal amount not to such Liens does not exceed $25,000,000 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
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 except the following (including accounts receivable) or rights in respect of any thereofcollectively, except:“Permitted Liens”):
(a) Liens created pursuant to any Loan Document;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of the Company Borrower or any Restricted Subsidiary existing on the Restatement Effective Date and set forth in Schedule 6.027.02 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 property or asset and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements any Permitted Refinancing Indebtedness thereof that do not increase the outstanding principal amount thereof(other than as permitted by Section 7.01);
(cd) 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 Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Restatement Effective Date prior to the time such Person becomes a SubsidiaryRestricted Subsidiary (or such merger or consolidation occurs) 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 SubsidiaryRestricted Subsidiary (or such merger or consolidation), 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, in the case of any such merger or consolidation, the assets of any Subsidiary without significant assets that was formed solely for the purpose of effecting 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 SubsidiaryRestricted Subsidiary (or is so merged or consolidated), as the case may be, and any refinancing, extensions, renewals and or replacements thereof that do not increase the outstanding principal amount thereofthereof (other than as permitted by Section 7.01);
(de) Liens on fixed or capital assets acquired, constructed or improved by the Company Borrower or any Restricted Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (eSection 7.01(e) of Section 6.01, and obligations relating thereto not constituting Indebtedness in respect thereof and (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 the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of the Company Borrower or any SubsidiaryRestricted Subsidiary other than improvements thereon or proceeds from the disposition of such property or assets; provided further that in the event Indebtedness under Section 7.01(e) is owed to any Person with respect to financing under a single credit facility 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 under such credit facility;
(e) Permitted Encumbrances; and
(f) (i) Dispositions of assets not prohibited by Section 7.03 and in connection therewith, customary rights and restrictions contained in agreements relating to such Dispositions pending the completion thereof, or in the case of a license, during the term thereof and (ii) any option or other agreement to Dispose any asset not prohibited by Section 7.03;
(g) in the case of (A) any Subsidiary that is not a wholly-owned Subsidiary or (B) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the Organizational Documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement;
(h) any interest or title of a lessor under any lease or sublease entered into by the Borrower or any Restricted Subsidiary in 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 Restatement Effective Date or (B) in the ordinary course of its business;
(j) licenses, sublicenses, leases or subleases granted to other Persons permitted under Section 7.03;
(k) Liens on exxxxxx money deposits of cash or cash equivalents made, or escrow or similar arrangements entered into, in connection with any Permitted Acquisition or other Investment permitted pursuant to Section 7.04 or other acquisitions not prohibited hereunder;
(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;
(n) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business;
(o) Liens on the assets and equity interests of non-Guarantor Foreign Subsidiaries that secure only Indebtedness or other obligations of such non-Guarantor Foreign Subsidiaries permitted hereunder;
(p) Liens on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 7.01(m);
(q) Liens (i) of a collection bank arising under Section 4-208 of the UCC (or other applicable Law) on the 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 and not for speculative purposes;
(r) Liens arising from precautionary UCC financing statements or similar filings made in respect of operating leases entered into by the Borrower or any of its Subsidiaries;
(s) Liens in favor of Borrower or any Guarantor securing Indebtedness permitted under Section 7.01(c);
(t) Liens on the Collateral securing Indebtedness permitted pursuant to Section 7.01(s); provided that such Liens shall either be (i) pari passu with the Liens on the Collateral securing the Senior Credit Obligations on the terms set forth in a First Lien Intercreditor Agreement or (ii) junior to the Liens on the Collateral securing the Finance Obligations on the terms set forth in a Second Lien Intercreditor Agreement;
(u) Liens on assets (not constituting Collateral) of the Company Borrower and its Restricted Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time immediately after giving effect to the incurrence of such obligations exceed the greater of (x) $100,000,000 15,000,000 and 6(y) 20% of Consolidated Total Assets (determined as of the last day of EBITDA for the most recent fiscal quarter for which financial statements shall have been delivered pursuant to recently completed Test Period
(v) Liens securing Indebtedness permitted under Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a7.01(u)) at the time of the incurrence of such Liens.
Appears in 1 contract
Liens. The Company Parent and the Borrowers 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 created pursuant to any under the Loan DocumentDocuments;
(b) any Lien on any property or asset of the Company or any Subsidiary existing on the Restatement Effective Date and set forth 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofPermitted Liens;
(c) [Reserved];
(d) any Lien existing on any property or asset or Equity Interest prior to the acquisition thereof by the Company Parent or any Subsidiary of the Parent or existing on any property or asset or Equity Interests of any Person that is merged into or becomes a Subsidiary after the Restatement Effective 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 Parent or any Subsidiary of the Parent (other than improvements and accessions to, or replacements of, such property or proceeds or distribution thereof) 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, be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except to the extent of fees, premiums, and interest on such Indebtedness or on refinancings, refundings, renewals, extensions or replacements thereof;
(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 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 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;
(e) Permitted Encumbrances; andLiens on assets of any Acquired Loan Party or any Foreign Subsidiary securing Indebtedness permitted by Section 6.01(a)(xvii);
(f) any interest or title of a lessor, lessee, tenant, licensor, licensee, or sublessor, sublessee, subtenant or sublicensee under any lease, license, sublicense or sublease or other agreement (including any estoppel or subordination, non-disturbance or attornment agreement) (collectively, “Leases”) entered into by a Loan Party in the ordinary course of its business and covering only the assets so leased, licensed, sublicensed or subleased, and in the case of Leases in which there is a superior interest to U.S. Borrower or any other Subsidiary, all Liens, charges, encumbrances, defects, exceptions and other title matters (incurred by or at the request of such superior interest or pursuant to the terms of the Leases), to which the Leases may be subject;
(g) Liens arising out of any conditional sale, title retention agreements, consignment or other similar arrangements for the sale of goods entered into by the U.S. Borrower, any of the Subsidiaries of the U.S. Borrower or an Acquired Loan Party in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements (and proceeds thereof);
(h) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets and (ii) 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;
(i) Liens in favor of collecting banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the U.S. Borrower, any of the Subsidiaries of the U.S. Borrower or an Acquired Loan Party on deposits with or in possession of such banks, other than those relating to Indebtedness;
(j) Liens on assets amounts being held in escrow pending a Permitted Acquisition;
(not constituting Collateralk) Liens securing Indebtedness permitted pursuant to Section 6.01(a)(xiv); provided, in the case of any such Indebtedness in respect of Capital Lease Obligations, mortgage financings or purchase money obligations, any such Lien shall encumber only the Company and its Subsidiaries not otherwise permitted above asset acquired with the proceeds of such Indebtedness (or, in the case of any refinancing of such Indebtedness, acquired with the proceeds of any such Indebtedness so long as refinanced); provided that the aggregate principal amount of Indebtedness and other obligations secured by Liens granted by Unsecured Subsidiary Loan Parties under this clause (k) (other than Liens securing Indebtedness or other obligations in respect of Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred in the ordinary course of business, or any refinancing in respect thereof), when aggregated with the Indebtedness and other obligations subject to such secured by Liens does granted by Unsecured Subsidiary Loan Parties in accordance with clause (p) below may not exceed $10,000,000 at any time exceed outstanding;
(l) [Reserved];
(m) [Reserved];
(n) [Reserved];
(o) Liens on the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as Equity Interests of the last day Unrestricted Subsidiaries;
(p) other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $15,000,000 at any time outstanding; provided that the aggregate principal amount of Indebtedness and other obligations secured by Liens granted by Unsecured Subsidiary Loan Parties under this clause (p) when aggregated with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Indebtedness and other obligations secured by Liens granted by Unsecured Subsidiary Loan Parties in accordance with clause (k) above may not exceed $10,000,000 at any time outstanding; and
(q) Liens securing any Refinancing Indebtedness permitted by Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a6.01(a)(xxi)) at the time of the incurrence of such Liens.
Appears in 1 contract
Liens. The Company BorgWarner 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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company BorgWarner or any Subsidiary existing on the Restatement Effective Date date hereof and set forth in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of the Company BorgWarner or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company BorgWarner or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date 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 BorgWarner or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, 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 Company BorgWarner or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01having an aggregate principal amount not exceeding $50,000,000 at any time outstanding, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) 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 property or assets of the Company BorgWarner or any Subsidiary;
(e) Permitted EncumbrancesLiens (not otherwise permitted hereunder) which secure Indebtedness of BorgWarner; andprovided that the aggregate outstanding principal amount of Indebtedness secured by such Liens shall not exceed 10% of Consolidated Total Assets as reflected in the most recent annual audited or quarterly consolidated financial statements of BorgWarner delivered pursuant to Section 5.01 at the time of the creation of such Liens;
(f) Liens on assets of Foreign Subsidiaries (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as hereunder) which secure Indebtedness of Foreign Subsidiaries which is not guaranteed by BorgWarner; and
(g) Liens which may arise in connection with the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such LiensReceivables Facility.
Appears in 1 contract
Samples: Credit Agreement (Borgwarner Inc)
Liens. The Company will not, and nor will not it cause or permit any Subsidiary Borrower to, create, incur, assume or permit to exist any Lien on (i) any property or asset now owned or hereafter acquired by it, it or assign or sell (ii) any income or revenues (including accounts receivable) or rights in respect Equity Interests of any thereofof the Company’s Designated Subsidiaries, exceptexcept in each case:
(a) Liens created pursuant on any property or assets of (i) the Company existing on the Closing Date or (ii) any Subsidiary Borrower existing on the date any Subsidiary first becomes a Subsidiary Borrower, and, if any Subsidiary ceases to be a Subsidiary Borrower and is subsequently redesignated as a Subsidiary Borrower, Liens on any Loan Documentproperty or assets of such Subsidiary Borrower as of the date of such redesignation;
(b) any Lien Liens on any property or asset assets of any Person existing at the time such Person is merged or consolidated with or into the Company or any Subsidiary existing on the Restatement Effective Date Borrower, and set forth not created in Schedule 6.02; provided that (i) contemplation of 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 Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofevent;
(c) any Lien existing on any property or asset assets 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 Restatement Effective Date prior to the time such Person becomes a SubsidiaryBorrower; 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 does not apply to any other property or assets of the Company or any Subsidiary Borrower (other than improvements, accessions, proceeds or distributions in respect of the acquired property or assets) and (iii) such Lien shall secure secures 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 thereofacquisition;
(d) Liens on fixed any property or capital assets acquired, constructed or improved by the Company or any SubsidiarySubsidiary Borrower; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness (including Capital Lease Obligations) secured thereby are incurred prior to or within ninety (90) 360 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed property or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Company or any SubsidiarySubsidiary Borrower (provided that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates));
(e) Permitted Encumbrances; and;
(f) judgment Liens securing judgments not constituting an Event of Default under Article VII;
(g) Liens arising in connection with Swap Contracts not entered into for speculative purposes;
(h) Liens on assets securities owned by the Company or any Subsidiary Borrower which are pledged to any Federal Home Loan Bank or other government sponsored entity to secure advances and extensions of credit made to the Company or any Subsidiary Borrower in the ordinary course of business by any Federal Home Loan Bank or by any other government sponsored entity in connection with programs that are generally available to similarly situated companies in the insurance or financial services industry;
(not constituting Collaterali) Liens arising out of deposits of cash or securities into collateral trusts or reinsurance trusts with ceding companies, insurance regulators or as otherwise incurred in the ordinary course of business of the Company or any Subsidiary Borrower;
(j) Liens on any real property and its Subsidiaries personal property relating thereto securing Limited Recourse Real Estate Indebtedness of any Subsidiary Borrower;
(k) Liens not otherwise permitted above so long by this Section arising in the ordinary course of the business of the Company or any Subsidiary Borrower that do not secure any Indebtedness;
(l) Liens arising out of Securities Transactions entered into in the ordinary course of business;
(m) Liens on, or sales or transfers of, securitized assets (including notes, bonds and other securities or accounts receivable) in connection with securitizations of such assets; provided that no such Lien shall extend to or cover any property or assets other than the assets subject to such securitization (including the proceeds of the foregoing), related rights under the securitization documents and any other assets that are customarily pledged in connection with such securitization;
(n) Liens securing obligations in respect of letters of credit issued on behalf of any Insurance Subsidiary for insurance regulatory or reinsurance purposes;
(o) Liens securing obligations in connection with ordinary course operation of the affordable housing business of SAFG Retirement Services, Inc. and its subsidiaries;
(p) Liens on the Equity Interests of direct subsidiaries of AGC Life Insurance Company;
(q) Liens on intercompany Indebtedness of any Subsidiary Borrower owed to the Company or any other Subsidiary Borrower;
(r) Liens incurred pursuant to the Loan Documents;
(s) Liens securing Operating Indebtedness;
(t) Liens on any assets as security required by applicable Law as a condition to the transaction of any business;
(u) Liens securing Indebtedness not otherwise permitted by this Section; provided that the aggregate principal amount of the Indebtedness and other obligations subject to secured by such Liens does shall not at any time exceed the greater of (i) $100,000,000 6,000,000,000 and 6(ii) 5% of Consolidated Total Assets Net Worth at any one time outstanding; and
(determined as v) any extension, renewal or replacement of the last day foregoing; provided that the Liens permitted hereunder shall not be expanded to cover any additional Indebtedness or assets (other than a substitution of the most recent fiscal quarter for which financial statements shall like assets and improvements, accessions, proceeds or distributions in respect of such assets) unless such additional Indebtedness or assets would have been delivered pursuant to Section 5.01(a) permitted in connection with the original creation, incurrence or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence assumption of such LiensLien.
Appears in 1 contract
Samples: Credit Agreement (American International 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, except:
(a) Liens created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 (1) after acquired property that is affixed or incorporated into the property covered by such Lien and (2) the proceeds thereof and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof except as otherwise permitted under 6.01(e);
(c) 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 Restatement Effective Date 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 the proceeds thereof) 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 constructed, repaired or improved by the Company 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) 120 days after such acquisition or the completion of such construction construction, repair or improvement, improvement and (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 SubsidiarySubsidiary (other than the proceeds thereof);
(e) Permitted Encumbrances; andleases, non-exclusive licenses, subleases or sublicenses granted to others (other than in connection with borrowed money) in the ordinary course of business and that do not interfere in any material respect with the business of the Borrower or any of its Subsidiaries;
(f) Liens on assets (not constituting Collaterali) of a collection bank arising under Section 4-210 of the Company Uniform Commercial Code on items in the course of collection and its Subsidiaries (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and
(g) Liens (i) on cash advances in favor of the seller of any property to be acquired in connection with an investment permitted under Section 6.04(f) and (p) to be applied against the purchase price for such investment and (ii) consisting of an agreement to dispose of any property in a disposition not otherwise permitted above so long prohibited under Section 6.03, in each case, solely to the extent such investment or disposition, as the aggregate principal amount case may be, would have been permitted on the date of the creation of such Lien;
(h) Liens in favor of the Borrower or any Subsidiary that is a Guarantor securing Indebtedness permitted under Section 6.01(c);
(i) Liens encumbering reasonable customary initial deposits and margin deposits and similar liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(j) Liens with respect to obligations subject to such Liens does (other than for Indebtedness) that do not in the aggregate exceed $10,000,000 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liensoutstanding.
Appears in 1 contract
Samples: Credit Agreement (Brink's Home Security Holdings, Inc.)
Liens. The Company will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, 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, exceptother than the following:
(a) Liens created pursuant to or as contemplated in any Loan Document;
(b) any Lien on any property or asset of the Company or any Subsidiary Permitted Encumbrances;
(c) Liens existing on the Restatement Effective Date date hereof and set forth in listed on Schedule 6.02; 7.01 and any renewals or extensions thereof, provided that (i) such Lien shall not apply to any other the property or asset of the Company or any Subsidiary and covered thereby is not changed, (ii) such Lien shall secure only those the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofsecured or benefited thereby is permitted by Section 7.03(b);
(cd) Liens securing Indebtedness permitted under Section 7.03(k);
(e) Liens on cash deposits with issuers of letters of credit in support of Other Letter of Credit Obligations permitted under Section 7.03(i);
(f) 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 Restatement Effective Date 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 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;
(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 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 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;
(e) Permitted Encumbrances; and
(fg) Liens on assets any property or asset that secures any Swap Contract (not constituting Collateral) including any total rate of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(areturn Swap Contract) or Section 5.01(b) (orany other Secured Indebtedness or any related obligation incurred in connection with the transactions contemplated thereby. For the avoidance of doubt, prior except to the delivery extent that the Borrower grants a Lien to the trustee of any such financial statementsTrust Preferred Financing Vehicle, the last day of parties agree that the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence rights of such Lienstrustee in respect of any Trust Preferred Indebtedness permitted under this Agreement shall not be deemed a Lien hereunder.
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 created pursuant to any Loan DocumentPermitted Encumbrances;
(b) any Lien on any property or asset of the Company Borrower or any Subsidiary existing on the Restatement Effective Date date hereof and set forth 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 Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Restatement Effective Date date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;; CHL:83643.8
(c) 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 Restatement Effective Date 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 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 real property or fixed or capital assets acquired, constructed or improved by the Company Borrower or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (e) of Section 6.017.01, (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 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Lien shall not apply to any other property or assets of the Company Borrower or any Subsidiary;
(e) Permitted EncumbrancesFirst priority Liens on Merchant Receivables securing advances in an aggregate principal amount not to exceed $100,000,000 at any time outstanding made by Sponsor Bank pursuant to the Sponsor Facility Agreement; and
(f) Liens on assets securing Indebtedness permitted by clause (not constituting Collaterali) of the Company 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 at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens7.01.
Appears in 1 contract
