Liens. Not, and not permit any Subsidiary to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves; (b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves; (c) Liens identified in the attached "Liens Schedule"; (d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; and (g) Liens in favor of the Senior Lenders arising under the Credit Documents.
Appears in 2 contracts
Samples: Senior Subordinated Loan Agreement (Synagro Technologies Inc), Senior Subordinated Loan Agreement (Synagro Technologies Inc)
Liens. NotNo Borrower shall, and not nor shall any Borrower permit any Subsidiary other Person to, create create, incur, assume, or permit suffer to exist any Lien on upon any Collateral, Collateral Property or any Equity Interest in any Restricted Party other than any of its real or personal properties, assets or rights of whatsoever nature the following (whether now owned or hereafter acquired), except:each a “Permitted Lien”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.03;
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's, or other governmental charges like Liens arising in the ordinary course of business which are (i) not at in excess of $2,000,000 in the time delinquent aggregate for any individual Collateral Property or thereafter payable without penalty (ii) remain undischarged of record (by payment, bonding or otherwise) for a period of more than sixty (60) days, provided that in case of (i) and (ii), such Liens are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesdiligently conducted;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers' compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easementsdeposits to secure the performance of bids, rights of waytrade contracts and leases (other than Indebtedness), restrictionsstatutory obligations, minor defects or irregularities in title surety bonds, performance bonds, and other similar obligations of a like nature incurred in the ordinary course of business;
(g) Liens set forth in the Title Policies issued with respect to the Mortgages;
(h) other encumbrances on a Collateral Property, which do not interfering constitute a grant by a Loan Party of a mortgage or deed of trust, which in the aggregate, are not substantial in amount, and do not in any material respect case materially detract from the value of any Collateral Property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Mortgagor;
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 10.01(m) or any Subsidiarysecuring appeal or other surety bonds related to such judgments;
(j) with respect to Personal Property constituting a part of the Collateral Property, a Permitted Personal Property Lien; and
(gk) Liens related to financing or leasing arrangements permitted by Section 8.04; provided that such Liens do not encumber any property other than the property financed or leased under Section 8.04. Except for such Permitted Liens and Permitted Personal Property Lien provided in favor Section 8.04, each Borrower will own all parts of the Senior Lenders arising under Collateral Properties and will not acquire any fixtures, equipment, or other property (including software embedded therein) forming a part of any Collateral Property pursuant to a Lease, license, security agreement, or similar agreement, whereby any party has or may obtain the Credit Documentsright to repossess or remove same, without the prior written consent of Administrative Agent.
Appears in 2 contracts
Samples: Revolving Credit Agreement (FelCor Lodging LP), Revolving Credit Agreement (FelCor Lodging Trust Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not supplemented, (ii) the amount secured or benefited thereby is not increased, and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due and payable or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) judgment Liens which would not constitute an Event of Default;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) licenses (with respect to intellectual property Collateral and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Company Borrower or any Subsidiary; andof its Subsidiaries or resulting in a material diminution in the value of any Collateral as security for the Secured Obligations;
(gk) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;
(l) Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;
(m) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;
(n) Liens arising out of conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and not prohibited by this Agreement;
(o) Liens in favor of Caterpillar Financial Services Corporation related to generators and related equipment for PowerSecure Shared Savings Projects and sold to the Senior Lenders arising under Borrower or any of its Subsidiaries and any renewals and extensions thereof, provided that the Credit Documentsaggregate principal amount of Indebtedness secured thereby does not exceed $7,500,000;
(p) Liens with respect to vehicle leases of the Borrower and its Subsidiaries entered into in the ordinary course of business; and
(q) Liens with respect to operating leases of copiers, fax machines and similar office equipment in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.)
Liens. NotNo Company shall create, and not permit any Subsidiary to, create assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its real property or personal propertiesassets, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except; provided that this Section 5.9 shall not apply to the following:
(a) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or that are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP;
(b) other statutory Liens, including, without limitation, statutory Liens of landlords, carriers, warehousers, utilities, mechanics, repairmen, workers and materialmen, incidental to the conduct of its business or the ownership of its property and assets that (i) were not involving any deposits incurred in connection with the incurring of Indebtedness or the obtaining of advances or borrowed money or credit, and (ii) do not in the deferred purchase price aggregate materially detract from the value of its property or services, and, assets or materially impair the use thereof in each case, for which it maintains adequate reservesthe operation of its business;
(c) Liens identified in any Lien granted to the attached "Liens Schedule"Administrative Agent, for the benefit of the Lenders (and affiliates thereof);
(d) subject to the limitation Liens existing on the First Amendment Effective Date as set forth in Section 6.9(c)Schedule 5.9 hereto and replacements, (i) Liens existing on extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches subject to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredLiens, shall not be increased;
(e) attachmentspurchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) hereof, appeal bondsprovided that such Lien is limited to the purchase price and only attaches to the property being acquired, judgments and other similar replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property subject to such Liens, for sums shall not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsbe increased;
(f) easements, rights of way, restrictions, easements or other minor defects or irregularities in title and other similar Liens of real property not interfering in any material respect with the ordinary conduct use of such property in the business of the Company or any Subsidiary; andCompany;
(g) Liens securing Indebtedness of a Foreign Subsidiary permitted pursuant to Section 5.8(e) hereof; or
(h) other Liens, in favor addition to the Liens listed above, not incurred in connection with the incurring of Indebtedness, securing amounts, in the aggregate for all Companies, not to exceed Five Million Dollars ($5,000,000) at any time. No Company shall enter into any contract or agreement (other than (a) a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets, (b) customary software license agreements that prohibit Liens on such agreement or the assets subject thereto or (c) other leases, licenses and other agreements (i) entered into in the ordinary course of business, (ii) with respect to which (x) the value of the Senior assets subject thereto, (y) the consideration payable by the applicable Company thereunder, and/or (z) the value of the benefits to be received by the applicable Company in connection therewith, does not in the aggregate exceed $5,000,000 and (iii) that contain a customary provision prohibiting Liens on such lease, license or other agreement or the assets subject thereto; provided, that with respect to the foregoing clauses (a)-(c), such prohibition is limited to the relevant lease, license, contract or other agreement and/or the assets subject thereto, as the case may be; provided, further, that with respect to the foregoing clause (c), the applicable Company shall negotiate diligently in good faith prior to entering into any such lease, license or other agreement to remove any prohibition on Liens on such lease, license or other agreement or the assets subject thereto) that would prohibit the Administrative Agent or the Lenders arising under from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the Credit Documentsproperty or assets of such Company.
Appears in 2 contracts
Samples: Credit and Security Agreement (Sleep Number Corp), Credit and Security Agreement (Sleep Number Corp)
Liens. Not, and not permit Neither the Credit Parties nor any Subsidiary to, of their respective Subsidiaries nor any Guarantor shall create or permit to exist any Lien on mortgage, pledge, title retention lien or other lien, encumbrance or security interest (all of which are hereafter referred to in this subsection and in this Agreement as a "lien" or "liens") with respect to any of its real property or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), including, without limitation any of their respective rights, title and interests in and to any Real Estate, whether leased or owned, except:
(a1) Liens for taxes or other governmental charges not at liens in favor of the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each caseAgent, for which it maintains adequate reservesthe benefit of the Lenders and the Agent, created pursuant to the requirements of this Agreement or otherwise;
(b2) Liens any Lien or deposit with any governmental agency required or permitted to qualify it to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business;
(3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like liens arising in the ordinary course of business (for amounts not yet due and for the payment of which adequate reserves have been established, or deposits made to obtain the release of such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesliens;
(c4) Liens identified easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, in the attached "Liens Schedule"judgment of the Required Lenders, materially detract from the value of such property or its marketability or its usefulness in its business;
(d5) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company liens for taxes and governmental charges which are not yet due or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby which are being actively contested in good faith and by appropriate proceedingsproceedings and for which appropriate reserves have been established;
(f6) easements, rights liens created by or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established;
(7) those liens in favor of way, restrictions, minor defects or irregularities in title Acquisition Sellers which secure Acquisition Seller Debt; provided that (i) the maximum aggregate amount of Acquisition Seller Debt secured by such liens shall be $2,000,000 and other similar Liens not interfering in (ii) the Acquisition Seller holding any material respect such lien is a party to an intercreditor and subordination agreement with the ordinary conduct of Agent and the business of Lenders and the Company or any Subsidiaryin form and substance satisfactory to the Agent and the Required Lenders in all respects; and
(g8) liens on property that secure only Debt incurred for the purchase price of such property, but only to the extent such Debt is permitted under Section 5.02(l)(iii) Liens in favor of this Agreement and to the Senior Lenders arising under extent such Debt is not greater than the Credit Documentsfair market value of such property.
Appears in 2 contracts
Samples: Credit Agreement (Valley National Gases Inc), Credit Agreement (Valley National Gases Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) Liens securing purchase money Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) if such Liens existed on assets of a Person existing at the time such Person becomes a Subsidiary of the Company in connection with a Permitted Acquisition, such Liens were not created in contemplation of such Permitted Acquisition and (iii) if such Liens are created or granted by the Company or a Subsidiary, such Liens attach to such property concurrently or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of the Company or any Subsidiaryof its Subsidiaries;
(k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and
(go) Liens in favor on shares of the Senior Lenders arising under Company’s common capital stock that have been repurchased by the Credit Documents.Company and held in treasury, to the extent such common capital stock constitutes “margin stock” within the meaning of Regulation U.
Appears in 2 contracts
Samples: Credit Agreement (Navigant Consulting Inc), Credit Agreement (Navigant Consulting Inc)
Liens. Not, and not permit any Significant Subsidiary to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes or other governmental charges not at the time delinquent for more than 90 days or thereafter payable without penalty or being contested in good faith by appropriate proceedings action and, in each case, for which it maintains adequate reserves, provided that no notice of lien has been filed or recorded under the Code;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's ’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings action and not involving any deposits or advances or borrowed money or the deferred purchase price of property or servicesmoney, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in Schedule 10.8 and any refinancing, renewal, extension or replacement of any such Lien (to the attached "Liens Schedule"extent the aggregate principal amount of the Debt or other obligation secured thereby is not increased and so long as the scope of the property subject to such Lien is not increased);
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 Liens arising in connection with court proceedings, for an aggregate amount not at any time exceeding the greater of (i) $50,000,000 and (ii) 5% of the consolidated tangible assets of the Company and its Subsidiaries, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsaction;
(fe) leases or subleases or licenses or sublicenses granted to others in the ordinary course of business, easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Significant Subsidiary; ;
(f) Liens on property of a Person immediately prior to its being consolidated with or merged into the Company or a Significant Subsidiary or otherwise becoming a Significant Subsidiary and Liens on assets existing at the time of acquisition (by merger or otherwise) of such property by the Company or a Significant Subsidiary, in each case not created in contemplation thereof, provided that such Liens do not extend to or cover additional types of assets, and, in each case, any refinancing, renewal, extension or replacement of any such Lien (to the extent the aggregate principal amount of the Debt or other obligation secured thereby is not increased and so long as the scope of the property subject to such Lien is not increased);
(g) Liens securing Debt permitted by Section 10.7(b) or any refinancing, renewal, extension or replacement thereof (to the extent the aggregate principal amount of such Debt is not increased); provided that such Lien attaches solely to the property so acquired, constructed or improved in favor such transaction (provided that individual financings under Section 10.7(b) provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted by Section 10.7(b));
(h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution and/or Liens arising in the ordinary course of business with respect to deposit accounts relating to intercompany cash pooling, interest set-off and/or sweeping arrangements; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Significant Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to such depository institution;
(i) Liens securing Securitization Obligations;
(j) Liens arising under any Loan Document; and
(k) any other Lien securing obligations at the time of incurrence of any such obligations in an aggregate outstanding amount not exceeding the greater of (i) $50,000,000 and (ii) 5% of the Senior Lenders arising consolidated tangible assets of the Company and its Subsidiaries; provided that no Lien permitted under this clause (k) may secure any obligations under any Note Purchase Agreement or Additional Obligations Agreement (as defined in the Credit DocumentsIntercreditor Agreement). Any Lien permitted above on any property may extend to the identifiable proceeds of such property.
Appears in 2 contracts
Samples: First Amendment and Waiver (Regal Beloit Corp), Credit Agreement (Regal Beloit Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not supplemented, (ii) the amount secured or benefited thereby is not increased, and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due and payable or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits and involuntary Liens that arise by operation of Law to secure the performance of bids, trade contracts and leases (other than Indebtedness) statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) judgment Liens which would not constitute an Event of Default;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) licenses (with respect to intellectual property Collateral and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Company Borrower or any Subsidiaryof its Subsidiaries or resulting in a material diminution in the value of any Collateral as security for the Secured Obligations;
(k) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;
(l) Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;
(m) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;
(n) Liens arising out of conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and not prohibited by this Agreement;
(o) Liens with respect to vehicle leases of the Borrower and its Subsidiaries entered into in the ordinary course of business; and
(gp) Liens with respect to operating leases of copiers, fax machines and similar office equipment in favor the ordinary course of the Senior Lenders arising under the Credit Documentsbusiness.
Appears in 2 contracts
Samples: Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not supplemented, (ii) the amount secured or benefited thereby is not increased, and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due and payable or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) judgment Liens which would not constitute an Event of Default;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) licenses (with respect to intellectual property Collateral and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Company Borrower or any Subsidiary; andof its Subsidiaries or resulting in a material diminution in the value of any Collateral as security for the Secured Obligations;
(gk) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease;
(l) Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;
(m) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;
(n) Liens arising out of conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and not prohibited by this Agreement;
(o) Liens in favor of Caterpillar Financial Services Corporation related to generators and related equipment for PowerSecure Shared Savings Projects and sold to the Senior Lenders arising under Borrower or any of its Subsidiaries and any renewals and extensions thereof, provided that the aggregate principal amount of Indebtedness secured thereby does not exceed $7,500,000;
(p) Liens with respect to vehicle leases of the Borrower and its Subsidiaries entered into in the ordinary course of business;
(q) Liens with respect to operating leases of copiers, fax machines and similar office equipment in the ordinary course of business; and
(r) Liens granted pursuant to the Existing Credit Agreement Collateral Documents.
Appears in 2 contracts
Samples: Term Credit Agreement (Powersecure International, Inc.), Term Credit Agreement (Powersecure International, Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume, or permit to exist any Lien on any of ----- its real or personal properties, assets or rights of whatsoever nature Property (whether now owned or hereafter acquired)) except, exceptsubject to all other provisions of this Article, the foregoing restrictions shall not apply to:
(a) Any Liens securing the payment of any Debt to Lender;
(b) any Lien existing as of the Closing Date;
(c) Liens for taxes taxes, fees, assessments or other governmental charges which are not at the time delinquent or thereafter remain payable without penalty penalty, or being Liens contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesproceeding;
(bd) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) which are not delinquent or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings and not involving any deposits have the effect of preventing the forfeiture or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time sale of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredsubject thereto;
(e) attachments, appeal bonds, judgments and Liens (other similar Liens, for sums not exceeding $1,000,000 arising than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with court proceedingsworkers' compensation, unemployment insurance and other social security legislation;
(f) Liens securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations; (ii) contingent obligations on surety and appeal bonds; and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the execution aggregate would not (even if enforced) cause a Material Adverse Effect;
(g) Liens consisting of judgment or other judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the claims secured thereby are being actively contested in good faith and by appropriate proceedingsaggregate at any time outstanding for the consolidated Borrower do not exceed $5,000,000;
(fh) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances incurred in the ordinary course of business which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business businesses of the Company Borrower;
(i) purchase money security interests on any property acquired or any Subsidiaryheld by the Borrower in the ordinary course of business;
(j) Liens securing obligations in respect of capital leases on assets subject to such leases; and
(gk) Normal and customary Liens incurred in favor the ordinary course of business which do not, in the aggregate, exceed twenty percent (20%) of the Senior Lenders arising under the Credit DocumentsBorrower's Consolidated Tangible Net Worth.
Appears in 2 contracts
Samples: Loan Agreement (Chemfirst Inc), Loan Agreement (Chemfirst Inc)
Liens. Not, and not permit any Subsidiary to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule"Schedule 10.8;
(d) subject to the limitation set forth in Section 6.9(c10.7(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 250,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; and
(g) Liens in favor of the Senior Lenders Agent for the benefit of the Banks arising under the Credit Loan Documents.
Appears in 2 contracts
Samples: Credit Agreement (Synagro Technologies Inc), Credit Agreement (Synagro Technologies Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any Subsidiary; andapplicable Person;
(gh) Liens, or an existing pledge of a deposit, securing payment of senior debt by an Affiliate or Subsidiary to a foreign financial institution as described in the financial statements delivered pursuant to Section 5.05 or which may be disclosed from time to time by any such party; provided the Indebtedness secured by such Liens does not exceed $10,000,000 in aggregate principal amount;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) Liens in favor of a Loan Party;
(k) Liens on property of a Person existing at the Senior Lenders arising under time such Person is acquired by, merged with or into or consolidated with Limited or a Subsidiary; provided, that such Liens were in existence prior to the Credit Documentscontemplation of such acquisition, merger or consolidation and do not extend to any assets other than those of the Person acquired by, merged into or consolidated with Limited or a Subsidiary;
(l) Liens on property existing at the time of acquisition thereof by Limited or a Subsidiary; provided, that such Liens were in existence prior to the contemplation of such acquisition;
(m) Liens securing Indebtedness permitted by Section 7.03(h); and
(n) Liens existing on the Closing Date against the Investments described in Section 7.02(j).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Helen of Troy LTD), Credit Agreement (Helen of Troy LTD)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) [reserved];
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds, obligations to utility companies and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title landlord’s liens for rent not yet due and payable, and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens on property acquired or Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any SubsidiarySubsidiary or becomes a Subsidiary of the Borrower and the replacement, extension or renewal of such Liens (or the Indebtedness secured thereby); provided that (i) such Liens were not created in contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower; or such Subsidiary and (ii) no such replacement, extension or renewal of such Lien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien or (B) increase the amount of Indebtedness secured by such Lien (other than by an amount equal to the reasonable fees and expenses of such refinancing or replacement) thereof;
(j) Liens constituting an encumbrance on property described in Section 7.05(f);
(k) Liens securing Indebtedness permitted under Section 7.03(f); and Liens securing Indebtedness of the Borrower in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed capital assets; provided that (i) such Liens do not at any time encumber any property other that the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of such acquisition; and
(gl) other Liens securing Indebtedness in favor an aggregate principal amount not to exceed ten percent (10%) of Consolidated Tangible Net Worth at the Senior Lenders arising under the Credit Documentstime such Indebtedness is incurred.
Appears in 2 contracts
Samples: Term Loan Agreement (Panera Bread Co), Term Loan Agreement (Panera Bread Co)
Liens. NotHoldings and the Borrowers will not, and will not permit any Subsidiary of their Subsidiaries to, create create, incur, assume or permit suffer to exist any Lien on upon any of its real property, revenues or personal propertiesassets, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens securing payment of the Obligations and granted pursuant to any Loan Document in favor of any Lender Party;
(b) Liens granted to secure payment of the Indebtedness permitted pursuant to clause (e) of Section 7.2.2, provided that (i) each such Lien covers only those assets acquired with the proceeds of such Indebtedness, and any proceeds, accessions, replacements or products thereof; (ii) each such Lien attaches to the relevant capital asset concurrently with or within 90 days after the acquisition thereof; and (iii) the principal amount of such Indebtedness does not exceed the lesser of the cost or the Fair Market Value of the relevant asset as of the date of the acquisition thereof; provided that, subject to the foregoing limitations, individual financings of equipment provided by one lender or lessor may be cross collateralized to other financings of equipment provided by such lender or lessor;
(c) Liens existing on the Effective Date and disclosed on Item 7.2.3(c) (“Existing Liens”) of the Disclosure Schedule and any modifications, replacements, renewals or extensions thereof, provided that such Liens (i) do not spread to cover any additional property or assets after the Effective Date and (ii) only secure the Indebtedness permitted by clause (c) of Section 7.2.2;
(d) Liens for taxes Taxes, assessments or other governmental charges or levies of any Governmental Authority not at the time delinquent (i) overdue for the lesser of (A) 30 days or thereafter payable without (B) the number of days which would result in (x) the payment of any penalty or interest or (y) the imposition of any Lien on any property or asset of Holdings or its Subsidiaries, or (ii) being diligently contested in good faith by appropriate proceedings and, in each case, and for which it maintains adequate reservesreserves in accordance with GAAP shall have been set aside on its books;
(b) Liens arising in the ordinary course of business (such as (ie) Liens of carriers, warehousemen, mechanics mechanics, materialmen, suppliers, landlords and materialmen and other similar Liens imposed by law Law that are incurred in the ordinary course of business and either (i) secure obligations that are not overdue by more than 30 days or (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or are being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified reserves in the attached "Liens Schedule";
(d) subject to the limitation accordance with GAAP shall have been set forth in Section 6.9(c), (i) Liens existing aside on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsits books;
(f) easementsdeposits, rights letters of waycredit, restrictionsbank guarantees and pledges of cash securing (i) obligations in connection with worker’s compensation, minor defects unemployment insurance or irregularities in title other forms of governmental insurance or benefits (including those to secure health, safety and environmental obligations) (other than Liens imposed by ERISA), (ii) the performance of tenders, statutory obligations, bids, leases and other similar obligations (other than for borrowed money) or (iii) to secure obligations on surety, stay, customs, performance or appeal bonds, but only in each case to the extent the foregoing is incurred or entered into in the ordinary course of business of the Borrowers;
(g) judgment Liens not interfering constituting an Event of Default under Section 8.1.6;
(h) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects which, in the aggregate, are not substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company Holdings or any Subsidiaryof its Subsidiaries; and
(gi) with respect to the Mortgaged Property, Liens listed as exceptions on Schedule B of the title insurance with respect thereto that have been approved by the Administrative Agent.
(j) Liens existing on any property or asset prior to the acquisition thereof by Holdings or any of its Subsidiaries (or on the property or asset of any Person prior to such Person becoming a Subsidiary of Holdings); provided that (i) such Liens are not created in contemplation of or in connection with such acquisition, (ii) such Liens do not apply to any other property or assets of Holdings or any its Subsidiaries and (iii) such Liens secure Indebtedness permitted under Section 7.2.2 that are in existence on the date of such acquisition, together with extensions, renewals and replacements of such Liens in connection with the extension, renewal or replacement of the related Indebtedness that is permitted by Section 7.2.2;
(k) Liens (i) of a collection bank arising under Section 4-208 of the U.C.C. covering only the items being collected upon and arising in the ordinary course of collection or (ii) in favor of a banking or other financial institution arising as a matter of law or under customary contractual provisions encumbering deposits or other funds maintained with such banking or other financial institution (including the right of set off and grants of security interests in deposits and/or securities held by such banking or other financial institution) and that are within the general parameters customary in the banking industry;
(l) Liens arising from precautionary U.C.C. financing statements relating to operating leases, consignment agreements or bailee arrangements (and in no event Indebtedness);
(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 Senior Lenders importation or exportation of goods in the ordinary course of business;
(n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrowers or any of their Subsidiaries in the ordinary course of business and not otherwise prohibited by the terms of this Agreement;
(o) Liens solely on any cash or Cash Equivalent Investments made by the Borrowers or any of their Subsidiaries in favor of the seller of any property and to be applied against the purchase price obligations, in each case in connection with any transaction not otherwise prohibited by the terms of this Agreement;
(p) Liens on insurance policies and the proceeds thereof securing Indebtedness permitted under clause (j) of Section 7.2.2;
(q) Liens of carriers or expeditors arising as a matter of law or an applicable contract with any Person to secure payment obligations in connection with the Credit importation or exportation of goods, provided such Liens (i) arise in the ordinary course of business and (ii) are secured only by those assets subject to import or export;
(r) Liens granted by any Subsidiary of Holdings that is not a Loan Party on its property or assets to secure Indebtedness permitted pursuant to clause (i) of Section 7.2.2; and
(s) other Liens granted by any Subsidiary of Holdings securing obligations in an aggregate principal amount not to exceed $1,500,000, provided that if such Liens attach to any of the property or assets of Holdings or its Subsidiaries that are subject to Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) pursuant to the Loan Documents, such Liens shall, if they secure Indebtedness that is permitted pursuant to clause (m) of Section 7.2.2, be subordinated to the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) on terms in form and substance satisfactory to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Applied Medical Corp), Credit Agreement (Applied Medical Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at the time delinquent yet due or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d);
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent);
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 8.03;
(j) Leases or subleases permitted under Section 8.17;
(k) any Subsidiaryinterest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; and
(gp) Liens in favor of the Senior Lenders arising under the Credit Documentspursuant to any Permitted PILOT Transaction.
Appears in 2 contracts
Samples: Credit Agreement (Gaylord Entertainment Co /De), Credit Agreement (Gaylord Entertainment Co /De)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) leases or subleases granted to others not interfering in any material respect with the business of a Loan Party or any Subsidiaryof their Subsidiaries;
(j) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(k) Liens deemed to exist in connection with Investments in permitted repurchase agreements;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(m) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(n) Liens of sellers of goods to a Loan Party and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; and
(go) Liens in favor of the Senior Lenders arising under the Credit Documentsconnection with Indebtedness permitted by Section 8.03(j).
Appears in 2 contracts
Samples: Credit Agreement (Fortress Investment Group LLC), Credit Agreement (Fortress Investment Group LLC)
Liens. NotEach of Parent and Borrower shall not, and shall not permit any Subsidiary other member of the Consolidated Group to, create directly or permit indirectly create, incur, assume or suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals, modifications or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(b) Liens for taxes or other governmental charges not at the time yet delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bc) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (such as 30) days or (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or (ii) for which the applicable member of the Consolidated Group is insured against such Liens by title insurance, bonds, or other similar arrangements satisfactory to Administrative Agent;
(d) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(f) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictive covenants, encroachments, protrusions, and other similar Liens encumbrances affecting any Property which do not interfering in any material respect case materially detract from the value of such Property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any Subsidiary; andapplicable Person;
(g) Liens in favor of any member of the Senior Lenders arising Consolidated Group (other than a Subsidiary Guarantor) that is engaged in construction projects for the purpose of securing surety bonds, performance bonds, or similar instruments (other than Indebtedness);
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h);
(i) Liens on Properties (other than Unencumbered Properties) securing Indebtedness permitted under Sections 8.03(e) and (f); provided that (i) such Liens do not at any time encumber any Property or assets other than the Credit DocumentsProperty financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition; and
(j) Liens on Properties (other than Unencumbered Properties) securing Indebtedness that has been paid or otherwise satisfied, but which Liens have not been released of record; provided that Borrower is exercising commercially reasonable efforts to obtain the release thereof.
Appears in 2 contracts
Samples: Credit Agreement (Armada Hoffler Properties, Inc.), Credit Agreement (Armada Hoffler Properties, Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not materially increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by Law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; and
(g) Liens in favor of the Senior Lenders arising under the Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Prometheus Laboratories Inc), Credit Agreement (Prometheus Laboratories Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) leases, subleases, licenses and sublicenses granted to third Parties in the ordinary course of business, in each case, not interfering with the operations of business of the Company or any Subsidiaryits Subsidiaries;
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); and
(gj) Liens in favor securing Indebtedness permitted under Section 7.03(f) or (g); provided, that the aggregate outstanding principal amount of the Senior Lenders arising under the Credit Documentssuch Indebtedness secured by such Liens shall not exceed $50,000,000 at any time.
Appears in 2 contracts
Samples: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(i);
(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; andof its Subsidiaries;
(gk) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases (including operating leases) permitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(p) Liens on certain accounts receivable of a Foreign Subsidiary which are subject to a factoring program entered into by such Foreign Subsidiary in accordance with the terms of Section 8.03(g);
(q) Liens in favor of the Senior Lenders arising under applicable IDB with respect to any PILOT Program Property;
(r) Liens, if any, in favor of the Credit DocumentsAdministrative Agent on Cash Collateral delivered pursuant to Section 2.15(a); and
(s) Liens on cash in favor of a seller of any property to be acquired pursuant to an Acquisition permitted by Section 8.02(i) to be applied against the purchase price for such Acquisition.
Appears in 2 contracts
Samples: Credit Agreement (Wright Medical Group Inc), Credit Agreement (Wright Medical Group Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or that are being contested in good faith by appropriate proceedings andproceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in each case, for which it maintains adequate reservesconformity with GAAP;
(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesproceedings;
(c) Liens identified pledges or deposits in the attached "Liens Schedule"connection with workers’ compensation, unemployment insurance and other social security legislation;
(d) subject deposits to secure the limitation set forth in Section 6.9(cperformance of bids, trade contracts (other than for borrowed money), (i) Liens existing on property at leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the time ordinary course of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredbusiness;
(e) attachmentseasements, appeal bondsrights-of-way, judgments restrictions and other similar Liensencumbrances that, for sums in the aggregate, are not exceeding $1,000,000 arising substantial in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed amount and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens that do not interfering in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or any Subsidiary; andof its Subsidiaries;
(f) Liens (not affecting the Unencumbered Properties) in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing the Obligations;
(h) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in favor the ordinary course of its business and covering only the Senior Lenders arising under assets so leased; and
(i) Liens (not affecting the Credit Documents.Unencumbered Properties) securing Indebtedness constituting Indebtedness permitted by Section 7.2(f), and Liens (not affecting Unencumbered Properties) incurred in connection with the cash collateralization of any Swap Agreement permitted by Section 7.12;
Appears in 2 contracts
Samples: Term Loan Agreement (MPT Operating Partnership, L.P.), Revolving Credit Agreement (Medical Properties Trust Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and, if the Indebtedness secured by such Lien is modified, refinanced, refunded, renewed or extended with any Permitted Refinancing Indebtedness, any Lien on the same collateral securing such Permitted Refinancing Indebtedness;
(c) Liens for taxes taxes, assessments or other governmental charges or levies not at yet overdue by more than 30 days or, in the time delinquent or thereafter payable without penalty or case of real property taxes, not yet delinquent, or, in any case, which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (or, in each casethe case of Foreign Subsidiaries, for which it maintains adequate reservesgenerally accepted accounting principles in effect from time to time in their respective jurisdictions of organization);
(bd) statutory and common law rights of set-off and other similar rights and remedies as to deposits of cash, securities, commodities and other funds in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages;
(e) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction and covering only the items being collected upon;
(f) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s, suppliers’, processors’, storage or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are securing amounts not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price for a period of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within more than 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby which are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(fg) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or similar laws or regulations, other than any Lien imposed by ERISA;
(h) pledges or deposits made pursuant to regulatory requirements or to secure the performance of (i) tenders, bids, trade contracts, government contracts and leases (other than leases constituting Indebtedness) and statutory obligations, (ii) surety, customs, bid, performance and appeal bonds and (iii) other obligations of a like nature, in each case incurred in the ordinary course of business;
(i) Liens that are contractual rights of setoff relating to purchase orders and other agreements entered into with customers of such Person in the ordinary course of its business;
(j) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount and which do not interfere in any material respect with the ordinary conduct of the business of the Company applicable Person;
(k) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any of its Subsidiaries in the ordinary course of business, or any lease, license or sublease granted by any Loan Party or any of its Subsidiaries to another Person that (x) does not interfere in any material respect with the business of such Loan Party or Subsidiary and (y) does not secure any Indebtedness;
(l) Liens securing judgments not constituting an Event of Default under Section 8.01(h);
(m) Liens securing Indebtedness represented by financed insurance premiums in the ordinary course of business consistent with past practice, provided that such Liens do not extend to any property or assets other than the corresponding insurance policies being financed;
(n) [Reserved];
(o) Liens securing Indebtedness permitted under Section 7.02(o); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(p) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(p);
(q) Liens on Margin Stock owned by the Loan Parties and their Subsidiaries, if and to the extent the value of all such Margin Stock exceeds 25% of the value of the total assets subject to the restrictions on Liens set forth in this Section 7.01;
(r) Liens on assets of (i) any Subsidiary in favor of any Loan Party and (ii) any Subsidiary that is not a Loan Party in favor of any other Subsidiary that is not a Loan Party;
(s) Liens consisting of an agreement to sell, transfer or dispose of any asset to the extent such sale, transfer or disposition is not prohibited by the Loan Documents; provided that such Liens encumber only the applicable assets pending the completion of the applicable sale, transfer or disposition;
(t) Liens on the assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted under Section 7.02(q); and
(gu) other Liens in favor so long as the aggregate principal amount of the Senior Lenders arising under the Credit DocumentsIndebtedness and other obligations secured thereby does not exceed $25,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Kinetic Concepts Inc /Tx/), Credit Agreement (Kinetic Concepts Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiaryof its Subsidiaries;
(k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(m) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(n) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(o) other Liens which secure Indebtedness of the Borrower and its Subsidiaries; provided that the aggregate principal amount of Indebtedness secured thereby shall not at any time exceed $10,000,000;
(p) Liens granted in favor of any Governmental Authority created pursuant to cost-type contracts, progress-billing contracts or advance-pay contracts with such Governmental Authority to which the Borrower or any of its Subsidiaries is a party in the materials and products of the Borrower and its Subsidiaries subject to such contracts or, in the case of advance-pay contracts only, any advance payments made thereunder to the Borrower and its Subsidiaries by such Governmental Authority; and
(gq) Liens in favor on any Property of the Senior Lenders arising Borrower or any of its Subsidiaries acquired after the Closing Date pursuant to a Permitted Acquisition or any Liens on any Property of any Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition provided that, in each case (i) such Liens secure only Acquired Purchase Money Indebtedness permitted under Section 8.03(g), (ii) such Liens were not created in contemplation of or in connection with any such Permitted Acquisition and (iii) such Liens do not at any time encumber any Property other than the Credit DocumentsProperty financed by such Acquired Purchase Money Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc)
Liens. NotCreate, and not incur, assume, or suffer to exist, or permit any Subsidiary toto create, create incur, assume, or permit suffer to exist exist, any Lien on Lien, upon or with respect to any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), exceptexcept the following:
(a1) Liens for taxes or assessments or other governmental government charges or levies if not at the time delinquent or thereafter yet due and payable without penalty or being contested in good faith by appropriate proceedings andor, in each caseif due and payable, for which it maintains adequate reserves;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or if they are being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesappropriate reserves are maintained;
(c2) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c)imposed by law, (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (such as mechanics’, materialmen’s, landlords’, warehousemen’s, and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such propertycarriers’ Liens, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for sums not exceeding $1,000,000 more than ninety (90) days or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established;
(3) Liens under workers’ compensation, unemployment insurance, Social Security, or similar legislation (other than Liens imposed by ERISA);
(4) Liens, deposits, or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), Capital Leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance, or other similar bonds, or other similar obligations arising in the ordinary course of business;
(5) Judgment and other similar Liens arising in connection with any court proceedingsproceeding, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f6) easementsEasements, rights of rights-of-way, restrictions (including zoning, building and land use restrictions), minor defects restrictive covenants (including, without limitation, any Lien rights granted pursuant to any recorded declaration of covenants, conditions and restrictions to any property owners’ association or irregularities in title similar Person that has authority to impose and collect dues or assessments), and other similar Liens encumbrances which, in the aggregate, do not interfering in any material respect materially interfere with the ordinary conduct occupation, use, and enjoyment by the Borrower or any Subsidiary of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the Company or any Subsidiary; andproperty subject thereto;
(g7) Liens in favor of a seller of Entitled Land, Lots Under Development or Finished Lots requiring the Senior Lenders Borrower or any Subsidiary to make a payment upon the future sale of such Entitled Land, Lots Under Development or Finished Lots;
(8) Rights of repurchase and/or rights of first refusal in favor of sellers of property or assets;
(9) Liens securing Secured Debt (A) permitted under clause (1) of Section 6.02, but only to the extent such Liens are limited to (i) Real Property that is not a Secured Borrowing Base Asset, (ii) personal property rights arising solely from Real Property described in clause (A), and (iii) Cash Equivalents not constituting Collateral, and (B) permitted under clause (2) of Section 6.02, but only to the Credit extent such Liens are subordinated in the manner required under clause (2) of Section 6.02; and
(10) Liens pursuant to the Security Documents.
Appears in 2 contracts
Samples: Credit Agreement (Clarksburg Skylark, LLC), Credit Agreement (Beazer Homes Usa Inc)
Liens. NotThe Company shall not, and not nor shall it permit any Subsidiary to, create directly or permit indirectly, create, incur, assume or suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens for taxes existing on the Closing Date and listed on Schedule 7.01, and any modifications, replacements, renewals or extensions thereof; provided, that, the amount of Indebtedness or other governmental charges obligations secured by such Liens is not increased at the time delinquent of such modification, replacement, renewal or thereafter payable without penalty extension, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such modification, replacement, renewal or extension of the underlying Indebtedness or by an amount equal to any existing commitments unutilized under the underlying Indebtedness;
(b) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (i) that are not overdue for a period of more than thirty (30) days, or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(c) statutory and ordinary course contractual Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided, that, such Liens secure only amounts not overdue for a period of more than thirty (30) days or, if due and payable, are (i) unfiled and no other action has been taken to enforce the same, or (ii) are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(bi) Liens arising incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than (such as A) any Lien imposed by ERISA, and (iB) Liens in the ordinary course of carriersbusiness securing liability for reimbursement of indemnification obligations of insurance carriers providing property, warehousemencasualty or liability insurance to the Company, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred to secure obligations in connection with worker's compensationrespect of letters of credit, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (d)(i) above;
(e) (i) pledges or deposits to secure the performance of bids, trade contracts, government contracts, performance bonds and similar leases (other than Indebtedness), statutory obligations) for sums not overdue or being contested in good faith by appropriate proceedings , surety, stay, customs and not involving any deposits or advances or borrowed money or the deferred purchase price appeal bonds, performance bonds and other obligations of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified a like nature incurred in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c)ordinary course of business, (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose to secure obligations in respect of financing all letters of credit, bank guaranties, surety bonds, performance bonds or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely similar instruments posted with respect to the property so acquired;
items described in clause (ee)(i) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsabove;
(f) easements, rights of way, restrictions (including zoning restrictions), minor defects or irregularities in title covenants, licenses, encroachments, protrusions and other similar Liens charges or encumbrances affecting, and minor title deficiencies on or with respect to, real property which, in the aggregate, do not interfering in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any Subsidiary; andand its Subsidiaries;
(g) Liens securing judgments (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(h) leases, subleases, licenses or sublicenses granted to others (and pledges or deposits securing such obligations) not interfering in any material respect with the business of the Company and its Subsidiaries;
(i) (i) any interest of title of a lessor under operating leases permitted by this Agreement, and (ii) purported Liens evidenced by the filing of Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to operating leases permitted by this Agreement or consignment or bailee arrangements entered into in the ordinary course of business;
(j) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions and banker’s liens, rights of setoff upon deposits of cash or other financial assets or similar rights and remedies (i) in favor of banks or other depository institutions not granted in connection with the Senior Lenders issuance of Indebtedness, or (ii) in connection with commodity trading or other brokerage accounts incurred in the ordinary course of business;
(k) Liens of a collection bank arising under Section 4-210 of the Credit DocumentsUniform Commercial Code on items in the course of collection;
(l) (i) Liens of sellers of goods to the Company and its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses, and (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business;
(m) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Company and its Subsidiaries;
(n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(o) Liens with respect to any Cash Collateral provided by any Borrower pursuant to any Loan Document;
(p) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition; provided, that, such Lien was not created in contemplation of such acquisition;
(q) Liens solely on xxxx xxxxxxx money deposits made by any Borrower in connection with any letter of intent or purchase agreement;
(r) rights of first refusal, put, call and similar rights arising in connection with repurchase agreements;
(s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(t) Liens securing obligations under any Swap Contract not entered into for speculative purposes;
(u) Liens on cash or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;
(v) Liens consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property;
(w) Liens on cash collateral to secure obligations of the Borrowers, so long as the aggregate amount of such cash collateral does not exceed $50,000,000 at any time;
(x) Liens on cash and securities (and deposit and securities accounts) securing reimbursement obligations in respect of letters of credit and banker’s acceptances issued for the account of the Company or any of its Subsidiaries in the ordinary course of business;
(y) Liens on assets to be sold by the Company or any Subsidiary pursuant to an agreement entered into for the disposition of such assets, pending the closing of such disposition; provided, that, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(z) Liens securing Indebtedness permitted by Section 7.02(k); provided, that, (i) such Liens do not at any time encumber any property other than property financed by such Indebtedness (together with any accessions thereto and proceeds thereof), and (ii) such Liens attach to such property concurrently with or within one hundred eighty (180) days after the acquisition thereof; and
(aa) Liens securing Priority Indebtedness permitted by Section 7.02(m).
Appears in 2 contracts
Samples: Credit Agreement (Workday, Inc.), Credit Agreement (Workday, Inc.)
Liens. NotIncur, and not permit any Subsidiary tocreate, create assume or permit suffer to exist any Lien on any of its real or personal properties, their respective assets or rights of whatsoever nature (whether now owned or hereafter acquired)owned, exceptother than:
(a) Liens existing on the date hereof as set forth on Schedule II attached hereto including any renewals or extensions thereof, or, with respect to the liens of Xxxxxxx Bank of Palm Beach County or MetLife Capital Financial Corporation on the real property of Florida Pneumatic and Embassy, respectively, any refinancings of such debt with the same or new lenders; provided that no such Lien is extended to cover any additional property and that the amount of Indebtedness secured thereby is not increased;
(b) Liens for taxes taxes, assessments or other governmental charges or levies not at the time yet delinquent or thereafter payable without penalty which are being contested in good faith by appropriate proceedings, provided, however, that adequate reserves with respect thereto are maintained on the books of the relevant Co-Borrower or Subsidiary in accordance with GAAP;
(c) carriers', warehousemans', mechanics', suppliers, or other like Liens arising in the ordinary course of business and not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings and, in each case, for a manner which it maintains adequate reserveswill not jeopardize or diminish in any material respect the interest of the Bank in any of the collateral subject to the Security Agreements;
(bd) Liens arising incurred or deposits to secure the performance of tenders, bids, trade contracts, leases, statutory obligations, surety, performance and appeal bonds, and other obligations of a similar nature incurred in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredbusiness;
(e) attachmentsany attachment, appeal bonds, judgments and other judgment or similar Liens, for sums not exceeding $1,000,000 Lien arising in connection with any court proceedings, or governmental proceeding provided that the execution or other enforcement of such Liens Lien is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsstayed;
(f) easements, rights of way, restrictions, minor defects or irregularities in title restrictions and other similar Liens charges or encumbrances which in the aggregate do not interfering in any material respect materially interfere with the ordinary conduct occupation, use and enjoyment by the Co-Borrowers, or any of them, or any of their Subsidiaries of the property or assets encumbered thereby in the normal course of their respective business or materially impair the value of the Company or any Subsidiary; andproperty subject thereto;
(g) deposits under workmen's compensation, unemployment insurance and social security laws;
(h) purchase money Liens for fixed or capital assets, including obligations under any Capital Lease; provided, in favor each case, (x) no Event of Default or event which, upon notice or lapse of time or both, would constitute an Event of Default shall have occurred and be continuing or shall occur after the grant of the Senior Lenders arising under proposed Lien, and (y) such purchase money Lien does not exceed 100% of the Credit Documentspurchase price and encumbers only the property being acquired and such other property that may have been previously acquired from such Person or an affiliate of such Person, so long as such Lien does not, at any time, extend to any items of collateral not so acquired from such Person;
(i) Liens on assets acquired in a Permitted Acquisition or in the Green Acquisition;
(j) Liens on assets acquired in the Green Acquisition, provided, that such Liens only cover assets acquired thereunder;
(k) Liens granted to the Bank.
Appears in 2 contracts
Samples: Credit Agreement (P&f Industries Inc), Credit Agreement (P&f Industries Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesLoan Documents;
(b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not delinquent or (ii) being contested in good faith and for which the Borrower maintains adequate reserves on its books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;
(c) purchase money Liens (i) on equipment acquired or held by the Borrower incurred for financing the acquisition of the equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate amount outstanding, or (ii) existing on equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the equipment;
(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business (so long as such as (i) Liens of carriers, warehousemen, mechanics attach only to Inventory and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) which are not delinquent or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue remain payable without penalty or which are being contested in good faith and by appropriate proceedings and not involving any deposits which proceedings have the effect of preventing the forfeiture or advances or borrowed money or sale of the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservessubject thereto;
(ce) Liens identified to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the attached "ordinary course of business (other than Liens Schedule"imposed by ERISA);
(df) subject Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the limitation set forth property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;
(g) leases or subleases of real property granted in Section 6.9(cthe ordinary course of the Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting the Administrative Agent a security interest therein;
(h) non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business;
(i) Liens existing arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.1 (e) and (h);
(j) Liens on the Pledged Money Market Account in favor of Xxxxx Fargo Bank, N.A. to secure obligations of Borrower to Xxxxx Fargo Bank, N.A. for ACH processing services provided by Xxxxx Fargo Bank, N.A. to Borrower; provided, however that (i) Borrower shall not permit the amount on deposit in the Pledged Money Market Account to exceed the limit set forth in the Perfection Certificate without the prior written consent of the Administrative Agent, (ii) Borrower shall not move or transfer the Pledged Money Market Account or any monies or other assets on deposit therein to any Person (other than SVB and its Affiliates) without the prior written consent of the Administrative Agent, and (iii) Borrower shall not create, incur, allow or suffer any Lien or otherwise grant a security interest on the Pledged Money Market Account to any Person other than Xxxxx Fargo Bank, N.A. and/or the Administrative Agent for the benefit of the Lenders; and
(k) Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts;
(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;
(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Loan Party or becomes a Subsidiary of the acquisition thereof a Loan Party or acquired by the Company or any Subsidiary a Loan Party; provided, that (and i) such Liens were not created in contemplation of such acquisition) and , merger, consolidation or Investment, (ii) such Liens that constitute purchase money security interests on do not extend to any property securing debt incurred for assets other than those of such Person and (iii) the purpose of financing all or any part of the cost of acquiring such property, provided that any applicable Indebtedness secured by such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiarypermitted under Section 7.2; and
(gn) Any interest or title of a lessor, sublessor, licensor, or sublicensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed;
(o) Liens attaching solely to xxxx xxxxxxx money deposits in favor connection with a Permitted Acquisition or an acquisition of property not otherwise prohibited hereunder;
(p) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; and
(q) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the Senior Lenders arising under obligations secured thereby nor (ii) the Credit Documentsaggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Group Members) $1,000,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (XOOM Corp), Credit Agreement (XOOM Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) if applicable, the renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(a);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price for a period of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within more than 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby which are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds relating to such judgments;
(i) precautionary UCC filings in respect of operating leases;
(j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or the Company and its Material Subsidiaries taken as a whole or (ii) secure any Subsidiary; andIndebtedness;
(gk) Liens in favor of a lessor under any lease entered into by the Senior Lenders arising Company or any Material Subsidiary in the ordinary course of business but only with respect to the assets so leased;
(l) Liens on assets of any entity acquired by the Company or any of its Subsidiaries in a transaction permitted under this Agreement; provided that (i) such Liens are in existence on the Credit Documentsdate of such acquisition and not created in anticipation thereof and (ii) such Liens are released within 180 days of the consummation of such acquisition;
(m) Liens securing Indebtedness permitted under Section 7.02(d); and
(n) Liens not otherwise permitted by Sections 7.01(a) through (m) (including but not limited to ERISA Liens) that will not in the aggregate at any time attach to assets of the Company and its Subsidiaries in excess of 15% of the Consolidated Total Assets as measured as of the applicable date of the financial information most recently delivered to the Administrative Agent pursuant to Section 4.01(a)(viii) or 6.01.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Starbucks Corp), Credit Agreement (Starbucks Corp)
Liens. NotIncur, and not permit any Subsidiary tocreate, create assume or permit suffer to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired)owned, exceptother than:
(a) Liens existing on the date hereof as set forth on Schedule I attached hereto including any renewals or extensions thereof; provided that no such Lien is extended to cover any additional property and that the amount of Indebtedness secured thereby is not increased;
(b) Liens for taxes taxes, assessments or other governmental charges or levies not at the time yet delinquent or thereafter payable without penalty which are being contested in good faith by appropriate proceedings, provided, however, that adequate reserves with respect thereto are maintained on the books of the Company in accordance with Generally Accepted Accounting Principles;
(c) carriers', warehousemens', mechanics', suppliers' or other like Liens arising in the ordinary course of business and not overdue for a period of more than 30 days or which, if so overdue, are being contested in good faith by appropriate proceedings and, in each case, for a manner which it maintains adequate reserveswill not jeopardize or diminish the interest of the Lender;
(bd) Liens arising incurred or deposits to secure the performance of tenders, bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, performance and appeal bonds, and other obligations of similar nature incurred in the ordinary course of business business;
(such as (ie) Liens easements, rights of carriersway, warehousemen, mechanics and materialmen restrictions and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) charges or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for encumbrances which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to aggregate do not interfere in any material respect with the limitation set forth in Section 6.9(c)occupation, (i) Liens existing on property at the time of the acquisition thereof use and enjoyment by the Company or any Subsidiary Guarantor of the property or assets encumbered thereby in the normal course of their respective business or impair the value of the property subject thereto;
(f) deposits under workmen's compensation, unemployment insurance and not created social security laws;
(g) Liens granted to the Lender;
(h) purchase money Liens for fixed or capital assets including obligations with respect to Capital Leases; provided in contemplation each case (i) no Default or Event of Default shall have occurred and be continuing at the time of creation of such acquisition) and Lien or shall occur after giving effect to such Lien, (ii) Liens that constitute the obligation secured by such purchase money security interests on any property securing debt incurred for the purpose of financing all or any part Lien does not exceed 100% of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days purchase price of the acquisition thereof asset and such Lien attaches solely to encumbers only, the property so asset acquired;, and (iii) such purchase money Lien does not secure any Indebtedness other than in respect of the purchase price of the asset acquired; and
(ei) attachments, appeal bonds, judgments Judgment and other similar Liens, for sums not exceeding $1,000,000 Liens arising in connection with court proceedings, provided provided, however, that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; and
(g) Liens in favor of the Senior Lenders arising under the Credit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Global Payment Technologies Inc), Credit Agreement (Global Payment Technologies Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes taxes, assessments or other governmental charges not at the time delinquent yet due or thereafter payable without penalty or that are being contested in good faith by appropriate proceedings andproceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in each caseconformity with GAAP or in the case of a Subsidiary located outside the United States, for which it maintains adequate reservesgeneral accounting principles in effect from time to time in its jurisdiction of incorporation;
(b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums that are not overdue for a period of more than sixty (60) days or that are being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesproceedings;
(c) Liens identified pledges or deposits in the attached "Liens Schedule"connection with workers’ compensation, unemployment insurance and other social security legislation;
(d) subject deposits to secure the limitation set forth in Section 6.9(cperformance of bids, trade contracts (other than for borrowed money), (i) Liens existing on property at leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the time ordinary course of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredbusiness;
(e) attachmentseasements, appeal bondsrights-of-way, judgments zoning and similar restrictions and other similar Liens, for sums encumbrances or title defects incurred in the ordinary course of business that do not exceeding $1,000,000 arising in connection with court proceedings, provided materially detract from the execution value of the property subject thereto or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect materially interfere with the ordinary conduct of the business of any Group Member;
(f) (i) Liens in existence on the Company date hereof listed on Schedule 6.03(f) securing Indebtedness in existence on the date hereof and permitted by Section 6.02(f) and (ii) renewals of any Liens permitted by clause (i) securing Indebtedness permitted by Section 6.02(f) that is a refinancing, replacement, refunding, renewal or extension of any Subsidiary; andIndebtedness described in clause (i), provided that no such Lien permitted by this clause (ii) shall cover any property that is not subject to such Lien on the date hereof and that the amount of Indebtedness secured thereby is not increased after the date hereof;
(g) Liens securing Indebtedness of any Group Member incurred pursuant to Section 6.02(g) to finance purchase money Indebtedness or any other Capital Expenditure, provided that (i) such Liens shall be created substantially simultaneously with, or within 60 days after, the making of such Capital Expenditure and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness;
(h) Liens created pursuant to the Security Documents securing the Obligations, the Cash Management Obligations and the Hedging Obligations;
(i) Liens in favor of any Governmental Authority to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(j) Liens on assets of any Excluded Subsidiary to secure Indebtedness of any Group Member (including Indebtedness of such Excluded Subsidiary) permitted under Section 6.02(z);
(k) Liens created in the ordinary course of business in favor of banks and other financial institutions on credit balances of any bank accounts of any Group Member held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business;
(l) Liens arising from leases, subleases or licenses granted to others which do not interfere in any material respect with the business of any Group Member;
(m) Liens arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts;
(n) any interest or title of a lessor under any lease entered into by any Group Member in the ordinary course of its business and covering only the assets so leased;
(o) Liens securing (i) the Tranche A Term Loans, (ii) the Senior Lenders Subordinated Notes and (iii) the Additional Liquidity Facility, and any refinancings, replacements, refundings, renewals or extensions of any of the foregoing; provided that such Liens are subordinated on terms no less favorable on the whole than those set forth in the Intercreditor Agreement;
(p) Liens securing Permitted Receivable Facilities;
(q) Liens securing Indebtedness permitted by Section 6.02(b) and Section 6.02(j) on the assets of the Subsidiaries described therein; provided that any such Liens on assets of any Loan Party shall be subordinated to any and all Liens securing the Obligations, the Cash Management Obligations and the Hedging Obligations and any other Liens governed by the Intercreditor Agreement on terms and conditions reasonably satisfactory to the Administrative Agent in its discretion;
(r) Liens securing Indebtedness permitted by Section 6.02(i), (r) and (x);
(s) Liens arising from judgments and attachments in connection with court proceedings, provided that (i) the attachment or enforcement of such Liens would not result in an Event of Default hereunder, (ii) such Liens are being contested in good faith by appropriate proceedings, (iii) no material assets or property of any Group Member is subject to material risk of loss or forfeiture, and (iv) a stay of execution pending appeal or proceeding for review is in effect;
(t) Liens on cash or Cash Equivalents to secure the obligations of any Group Member under any Swap Agreement not prohibited by Section 6.12; (u) Liens securing any Permitted Subordinated Indebtedness (including Permitted Designated Subordinated Indebtedness), so long as such Liens comply with the Credit Documents.criteria set forth in clause (iii) of the definition of “Permitted Subordinated Indebtedness”;
Appears in 2 contracts
Samples: Term Loan and Revolving Credit Agreement (Federal Mogul Corp), Term Loan and Revolving Credit Agreement (Federal-Mogul Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptor sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document and Liens pursuant to any ABL Credit Document;
(b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals, replacements, refinancings or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(d), and (iii) any renewal, replacement, refinancing or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d);
(c) Inchoate Liens for taxes taxes, assessments or other governmental charges or levies not at the time yet delinquent or thereafter payable without penalty Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings anddiligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) Forewarders’, bailee’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as and (i) Liens which do not in the aggregate materially detract from the value of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and the Borrower’s or such Subsidiary’s property or assets or materially impair the use thereof in the operation of the business of the Borrower or such Subsidiary or (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) Liens incurred on deposits to secure the performance of bids, tenders, contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) (x) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title encroachments and other similar Liens encumbrances affecting real property which do not interfering in any material respect case materially interfere with the ordinary conduct of the business of the Company applicable Person and (y) if applicable, any Permitted Encumbrances;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens upon assets of the Borrower or any Subsidiaryof its Subsidiaries subject to Capitalized Leases (including the financing of such related installation, maintenance or software licensing charges) and any renewals, replacements, refinancings or extensions thereof for the same or a lesser amount (plus the sum of (1) accrued and unpaid interest and fees thereon and (2) customary fees and expenses relating to such renewal, replacement, refinancing or extension), to the extent such Capitalized Leases or renewals, replacements, refinancings or extensions thereof are permitted by Section 7.02(i); provided that (i) such Liens only serve to secure the payment of Indebtedness arising under such Capitalized Leases or renewal, replacement, refinancing or extension thereof and (ii) the Lien encumbering the asset giving rise to the Capitalized Leases or renewal, replacement, refinancing or extension thereof does not encumber any other asset of the Borrower or any of its Subsidiaries; and
(g) Liens in favor of the Senior Lenders arising under the Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (Ciena Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesProperty, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:except for the following (collectively, the “Permitted Encumbrances”):
(a) Liens for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the time delinquent books of the Borrower or thereafter payable without penalty its Restricted Subsidiaries, as the case may be, to the extent required by GAAP;
(b) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 90 days, that are being contested in good faith by appropriate proceedings andor the existence of which, individually or in each case, for which it maintains adequate reservesthe aggregate would not reasonably be expected to have a Material Adverse Effect;
(bc) Liens arising securing Indebtedness incurred pursuant to Section 7.03(n); provided that such Liens shall be subordinated to the Lien of the Agent pursuant to the Third Lien Subordination Agreement;
(d) deposits and other Liens to secure the performance of bids, trade contracts (other than for borrowed money), leases, subleases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, andthat, in each casethe aggregate, for which it maintains adequate reserves;
(c) Liens identified in do not materially detract from the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time value of the acquisition thereof by the Company Property subject thereto or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect materially interfere with the ordinary conduct of the business of the Company Borrower or any Subsidiary; andof its Restricted Subsidiaries;
(f) Liens in existence on the date hereof listed on Schedule 7.01(f);
(g) Liens securing Indebtedness of the Borrower or any Restricted Subsidiary incurred pursuant to Section 7.03(c), 7.03(f), or 7.03(o); provided that (i) in the case of any such Liens securing Indebtedness incurred pursuant to Section 7.03(c) to the extent incurred to finance Investments permitted under Section 7.02, such Liens shall be created substantially concurrently with the acquisition of the assets financed by such Indebtedness (which shall not include Collateral), such Liens do not at any time encumber any Property of the Borrower or any Restricted Subsidiary other than the Property financed by such Indebtedness (which shall not include Collateral) and the proceeds thereof and 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 which such requirement would not have applied but for such acquisition and (ii) in the case of any such Liens securing Indebtedness incurred pursuant to Section 7.03(o), (x) such Liens are not created or incurred in connection with, or in contemplation of, such Investment permitted under Section 7.02, (y) such Liens do not apply to Collateral and (iii) such Liens are limited to all or part of the same property or assets that secured the Indebtedness to which such Liens relate under Section 7.03(o) (and no other Property of the Loan Parties);
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or licensor under any leases or subleases, licenses or sublicenses entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased or licensed, which shall be on a non-exclusive basis (or an exclusive basis within a specific or defined field of use) with respect to any Borrower Intellectual Property, and any financing statement filed in connection with any such lease or license;
(j) Liens arising from judgments in circumstances not constituting an Event of Default under Section 8.01(g);
(k) [reserved];
(l) Liens on Property of Non-Guarantor Subsidiaries securing Indebtedness or other obligations not prohibited by this Agreement to be incurred by such Non-Guarantor Subsidiaries;
(m) with respect to any Non-Guarantor Subsidiaries, receipt of progress payments and advances from customers in the ordinary course of business to the extent same creates a Lien on the related inventory and proceeds thereof;
(n) Liens in favor of customs and revenue authorities arising as a matter of law to secure the Senior Lenders payment of customs duties in connection with the importation of goods;
(o) Liens arising out of consignment or similar arrangements for the sale by the Borrower and its Restricted Subsidiaries of goods through third parties in the ordinary course of business;
(p) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with an Investment permitted by Section 7.02;
(q) Liens deemed to exist in connection with Investments permitted by Section 7.02(b) that constitute repurchase obligations;
(r) Liens upon specific items of inventory or other goods (and the proceeds thereof) of any Non-Guarantor Subsidiaries arising in the ordinary course of business securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(s) Liens on cash or cash equivalents securing any Hedge Agreement permitted hereunder;
(t) [reserved];
(u) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(v) banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution;
(w) Liens arising from Uniform Commercial Code financing statement regarding operating leases or consignments entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;
(x) Liens (i) of a collection bank arising under Section 4-210 of the Credit DocumentsUniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits, securities and movables) and which are within the general parameters customary in the banking industry;
(y) 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;
(z) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business;
(aa) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement not prohibited hereunder;
(bb) Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;
(cc) security given to a public or private utility or any governmental authority as required in the ordinary course of business; and
(dd) Liens on securities which are the subject of repurchase agreements incurred in the ordinary course of business.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights revenues of whatsoever nature (any Consolidated Party, whether now owned or hereafter acquired), except:other than the following (collectively, the “Permitted Liens”):
(a) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(b) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bc) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(f) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting any Real Property owned by any Loan Party which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any Subsidiary; andapplicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the reasonable judgment of the Administrative Agent);
(g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(h) Liens, if any, in favor of the Senior Lenders L/C Issuer and/or Swing Line Lender to Cash Collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder;
(i) the interests of any ground lessor under an Approved Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property;
(j) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness permitted by Section 7.03(f), including Liens on such Real Property existing at the time such Real Property is acquired by the applicable Loan Party or any Non-Guarantor Subsidiary;
(k) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof;
(l) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Loan Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and
(m) any interest of title of a lessor under, and Liens arising under the Credit Documentsfrom or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for taxes Taxes not overdue for a period of more than thirty (30) days or other governmental charges not at the time delinquent or thereafter payable without penalty or Liens for Taxes which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (such as 30) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(ie) Liens [Reserved];
(f) deposits to secure the performance of carriersbids, warehousementrade contracts and leases (other than Indebtedness), mechanics statutory obligations, surety and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety appeal bonds, bids, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar obligationsencumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for sums the payment of money (or appeal or other surety bonds relating to such judgments) not overdue or constituting an Event of Default under Section 8.01(h) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and not involving in respect of which Holdings or any deposits or advances or borrowed money or the deferred purchase price of property or services, and, affected Restricted Subsidiary has set aside on its books reserves in each case, for which it maintains adequate reservesaccordance with GAAP with respect thereto;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party or its Restricted Subsidiaries with any Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(l) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Restricted Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(m) Liens of a collection bank arising under Section 4–210 of the UCC on items in the course of collection;
(n) Liens on property of a Person existing at the time of the acquisition thereof by the Company such Person is merged into or consolidated with a Loan Party or any Restricted Subsidiary or becomes a Restricted Subsidiary (and other than by designation as a Restricted Subsidiary pursuant to Section 6.19); provided that such Liens were not created in contemplation of such acquisition) merger, consolidation or Investment and (ii) Liens that constitute purchase money security interests on do not extend to any property securing debt incurred for the purpose of financing all or any part assets other than those of the cost of acquiring Person merged into or consolidated with a Loan Party or such propertyRestricted Subsidiary or acquired by the Loan Party or such Restricted Subsidiary, provided that any and the applicable Indebtedness secured by such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredis permitted under Section 7.02(f);
(eo) attachments, appeal bonds, judgments Liens in favor of any Foreign Obligation Provider securing the Foreign Subsidiary Secured Obligations permitted pursuant to Section 7.02(k);
(p) Liens in favor of customs and other similar Liens, for sums not exceeding $1,000,000 revenue authorities arising as a matter of law to secure payment of customs duties in connection with court proceedings, provided the execution or other enforcement importation of such Liens is effectively stayed and goods in the claims secured thereby are being actively contested in good faith and by appropriate proceedingsordinary course of business;
(fq) easementslicenses, rights of waysublicenses, restrictions, minor defects leases or irregularities in title and other similar Liens subleases granted to others not interfering in any material respect with the ordinary conduct of the business of the Company Borrowers and or any Restricted Subsidiaries
(r) the modification, replacement, renewal or extension of any Lien permitted by clauses (c), (n) and (v) of this Section 7.01; provided,
(i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.02, (B) property that under the written arrangements under which the original Lien arose, could secure and (C) proceeds and products of the foregoing, (ii) that individual financings provided by a lender may be cross-collateralized to other financings provided by such lender or its affiliates and (iii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.02;
(s) (i) pledges, deposits or Liens arising in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance, social security and other similar laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, any Borrower or any Restricted Subsidiary;
(t) Liens on equity interests or property of a Non-Loan Party or JV Entity securing permitted Indebtedness or other permitted obligations of such Non-Loan Party and Liens on Equity Interests of any JV Entity (together with assets related thereto and the proceeds or products of any of the foregoing) (i) securing obligations of such joint venture or (ii) pursuant to the relevant joint venture agreement or arrangement;
(u) Liens securing Indebtedness permitted pursuant to Section 7.02(p); provided, such Liens may be either a Lien on the Collateral that is pari passu with the Lien securing the Secured Obligations in respect of the Term Loans made on the Closing Date or a Lien ranking junior to the Lien on the Collateral securing such Obligations (but may not be secured by any assets that are not Collateral) and, in any such case, the holders of such Indebtedness or a Debt Representative acting on behalf of the holders of such Indebtedness shall become party to or otherwise become subject to the provisions of any applicable Acceptable Intercreditor Agreement; and
(gv) Liens in favor other Liens; provided that at the time of incurrence of the Senior Lenders arising under obligations secured thereby (after giving pro forma effect to any such obligations) the Credit Documentsaggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (v) shall not exceed the greater of (x) $20,000,000 and (y) 15% of Consolidated EBITDA for the most recently ended Measurement Period.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on SCHEDULE 7.01 and any renewals or extensions thereof, PROVIDED that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by SECTION 7.03(B);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 120 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under SECTION 8.01(H) or any Subsidiarysecuring appeal or other surety bonds related to such judgments; and
(gi) Liens in favor securing Indebtedness permitted under SECTION 7.03(E); PROVIDED that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Senior Lenders arising under property being acquired on the Credit Documentsdate of acquisition.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness of the Borrower or any SubsidiarySubsidiary permitted by Section 8.03(e); andprovided, that at the time of creation, assumption or incurrence of the Indebtedness secured by any such Lien and after giving effect thereto and the application of the proceeds thereof, no Default or Event of Default would exist;
(gj) Liens securing Indebtedness permitted by Section 8.03(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(k) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any of its Subsidiaries;
(l) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(p) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; or
(q) Liens, if any, in favor of the Senior Lenders arising under L/C Issuer or the Credit DocumentsSwing Line Lender to cash collateralize or otherwise secure the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder.
Appears in 1 contract
Liens. NotThe Company shall not, and not nor shall it permit any Restricted Subsidiary to, create directly or permit indirectly, create, incur, assume or suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Fifth Restatement Effective Date and any modifications, replacements, refinancings, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (if such obligations constitute Indebtedness) is permitted by Section 7.03;
(c) Liens for taxes taxes, assessments or other governmental charges not at the time delinquent or thereafter payable without penalty or (i) which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for accordance with GAAP or (ii) with respect to which it maintains adequate reservesthe failure to make payment could not reasonably be expected to have a Material Adverse Effect;
(bd) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 30 days or, if more than 30 days overdue, (i) no action has been taken to enforce such Lien, (ii) such Lien is being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (iii) with respect to which the failure to make payment as to all such amounts, in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(e) (i) Liens incurred in the ordinary course of carriersbusiness in connection with workers’ compensation, warehousemen, mechanics and materialmen unemployment insurance and other similar Liens imposed by law and social security legislation, (ii) Liens incurred in connection with worker's compensationthe ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by a Restricted Company to support the payment of the items set forth in clauses (i) and (ii) of this Section 7.01(e);
(i) deposits to secure the performance of bids, unemployment compensation trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other types obligations of social security a like nature (excluding including those to secure health, safety and environmental obligations) incurred in the ordinary course of business and (ii) obligations in respect of letters of credit or bank guarantees that have been posted by a Restricted Company to support the payment of items set forth in clause (i) of this Section 7.01(f);
(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially and adversely interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens arising under ERISA) or in connection with surety bondsthe Cash Management Practices, bids, performance bonds including Liens securing borrowings from financial institutions and similar obligationstheir Affiliates permitted under Section 7.03(m) for sums not overdue or being contested to the extent specified in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price definition of property or services, and, in each case, for which it maintains adequate reserves“Cash Management Practices”;
(cj) Liens identified (i) leases, licenses, subleases or sublicenses granted to other Persons in the attached "Liens Schedule"ordinary course of business which do not (ii) interfere in any material respect with the business of the Company or any of its material Restricted Subsidiaries or (iii) secure any Indebtedness (other than any obligation that is Indebtedness solely as a result of the operation of clause (e) of the definition thereof) and (iv) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Restricted Company or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof;
(dk) subject Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, (iii) 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, (iv) of financial institutions funding the Vault Cash Operations in the cash provided by such institutions for such Vault Cash Operations and (v) on cash or collateral or other financial assets securing obligations of any Restricted Company under any Swap Contract permitted to be incurred pursuant to Section 7.03(s) hereof;
(m) Liens (i) (A) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in Permitted Acquisitions permitted pursuant to Section 7.02, to be applied against the purchase price for such Investment, and (B) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 and (C) on xxxx xxxxxxx money deposits made by any Restricted Company in connection with any letter of intent or purchase agreement permitted hereunder;
(n) [reserved];Liens in favor of the applicable indenture trustee or a collateral agent for such trustee and the applicable noteholders on cash and Cash Equivalents (and the related escrow accounts) in connection with the issuance into (and pending release from) escrow of the proceeds of any Indebtedness incurred by the Company prior to the limitation set forth SunGard Closing Date for the purpose of financing the SunGard Acquisition so long as such Liens secure no Indebtedness other than the Indebtedness so incurred by the Company;
(o) Liens in favor of any Restricted Company securing Indebtedness permitted under Section 6.9(c), 7.03(e) or other obligations other than Indebtedness owed by a Restricted Company to another Restricted Company;
(ip) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the Fifth Restatement Effective Date and any modifications, replacements, renewals or extensions thereof; provided that (i) in the case of Liens securing purchase money Indebtedness or Capitalized Leases, (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement to pledge after-acquired property shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition); provided that individual equipment financings otherwise permitted to be secured hereunder provided by one Person (or its Affiliates) may be cross collateralized to other such equipment financings provided by such Person (or its Affiliates), (ii) in the case of Liens securing Indebtedness other than purchase money Indebtedness or Capitalized Leases, (A) such Liens do not extend to the property of any Person other than the Person acquired or formed to make such acquisition thereof by and the Company or any Subsidiary subsidiaries of such Person and (and B) such Lien was not created in contemplation of such acquisitionacquisition or such Person becoming a Restricted Subsidiary and (iii) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extensions thereof) is permitted under Section 7.03;
(q) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable Law) regarding leases entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (and Liens consisting of the interests or title of the respective lessors thereunder);
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Restricted Company in the ordinary course of business not prohibited by this Agreement;
(s) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness (other than Indebtedness described in clause (e) of the definition thereof), (ii) relating to pooled deposit or sweep accounts of any Restricted Company to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Restricted Company and (iii) relating to purchase orders and other similar agreements entered into in the ordinary course of business;
(t) Liens securing obligations permitted under Section 7.03(u) to the extent specified therein;
(u) Liens on the assets of a Securitization Vehicle securing Indebtedness under any Securitization Financing permitted under Section 7.03(v);
(v) [reserved];
(w) any pledge of the Equity Interests of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary, to the extent such pledge constitutes an Investment permitted under this Agreement; and
(x) other Liens securing Indebtedness or other obligations to the extent that the outstanding principal amount of the Indebtedness or other obligations secured by such Liens (together with the outstanding principal amount of any Indebtedness then existing pursuant to the provisions of Section 7.03(g) hereof) does not exceed the greater of (i) $500,000,000 and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose 15% of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; and
(g) Liens in favor of the Senior Lenders arising under the Credit DocumentsConsolidated Shareholders’ Equity.
Appears in 1 contract
Samples: Amendment Agreement (Fidelity National Information Services, Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof;
(b) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments, government charges or other governmental charges levies not at the time delinquent yet due or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bc) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(d) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(f) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(i);
(h) leases or subleases granted to others not interfering in any material respect with the business of the Company or any of its Subsidiaries;
(i) Liens securing Indebtedness permitted under Section 8.06; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(k) Liens created or deemed to exist in connection with a Securitization Transaction (including any related filings of any UCC financing statements) securing Indebtedness in an aggregate amount not to exceed $200,000,000 during the term of this Agreement, but only to the extent that any such Lien relates to the applicable property actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such transaction;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(m) Liens on commodities subject to any arrangement permitted under Section 8.03(e);
(n) any Lien existing on any asset (i) of any Person at the time such Person becomes a Subsidiary, (ii) of any Person existing at the time such Person is merged or consolidated with or into any Borrower or a Subsidiary or (iii) prior to the acquisition thereof by a Borrower or a Subsidiary and not created in contemplation of such acquisition;
(o) any Lien 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 and is not secured by any additional assets;
(p) Liens arising in the ordinary course of business (such as which (i) Liens of carriersdo not secure Indebtedness, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation do not secure any single obligation exceeding the Threshold Amount and other types of social security (excluding Liens arising under ERISAiii) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums do not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to aggregate materially detract from the limitation set forth value of its assets or materially impair the use thereof in Section 6.9(c), (i) Liens existing on property at the time operation of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiaryits business; and
(gq) Liens not otherwise permitted by the foregoing clauses of this Section securing Indebtedness in favor an aggregate principal amount at any time outstanding not to exceed 10% of the Senior Lenders arising under the Credit DocumentsConsolidated Tangible Net Worth.
Appears in 1 contract
Samples: Credit Agreement (Cabot Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:other than the following (collectively, the “Permitted Liens”):
(a) Liens securing the Obligations pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens for taxes or other governmental charges not at the time yet delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, operator’s, landlord’s, customs’ or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) easementsdeposits to secure the performance of bids, rights of waytrade contracts and leases (other than Indebtedness), restrictionsstatutory obligations, minor defects or irregularities in title surety and appeal bonds, performance bonds and other similar Liens not interfering obligations of a like nature incurred in any material respect with the ordinary conduct course of the business of the Company or any Subsidiary; and
(g) Liens in favor of the Senior Lenders arising under the Credit Documents.business;
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof; provided that, (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for taxes Taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than forty-five (45) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Loan Party or Subsidiary;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which do not interfering in any material respect materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(c); provided that, (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) Any interest or title of a lessor, licensor, sublessor, or sublicensor under any lease, license, sublease, or sublicense entered into by any Loan Party or any SubsidiarySubsidiary thereof in the ordinary course of business or as otherwise permitted by this Agreement and covering only the assets so leased, licensed, subleased, or sublicensed;
(k) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(l) Liens securing Indebtedness under the ABL Facility Documents, which may be first priority Liens with respect to ABL Facility Priority Collateral; and
(gm) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties or any of their Subsidiaries;
(n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Borrower or any other Loan Party in favor the ordinary course of business;
(o) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the UCC or common law of banks or other financial institutions where Loan Parties or any of their Subsidiaries maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; and
(p) other Liens as to which the aggregate amount of the Senior Lenders arising under the Credit Documentsobligations secured thereby does not exceed $500,000 at any time outstanding.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document or Revolving Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) leases, subleases, licenses and sublicenses granted to third Parties in the ordinary course of business, in each case, not interfering with the operations of business of the Company or any Subsidiaryits Subsidiaries;
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); and
(gj) Liens in favor securing Indebtedness permitted under Section 7.03(f) or (g); provided, that the aggregate outstanding principal amount of the Senior Lenders arising under the Credit Documentssuch Indebtedness secured by such Liens shall not exceed $50,000,000 at any time.
Appears in 1 contract
Liens. NotNeither USANi, and not the Borrower nor any Guarantor will, nor will any of them permit any Subsidiary of their respective subsidiaries to, create create, incur, assume or permit suffer to exist any Lien on any of its real asset, revenue or personal propertiesother property now or hereafter owned or acquired by it (including the assets and capital stock acquired as permitted by Sections 5.19 and 5.20), assets or assign or sell any income or revenues (including accounts receivable) or rights in respect of whatsoever nature (whether now owned or hereafter acquired)any thereof, except:
(a) Liens existing on the Effective Date securing Indebtedness for taxes or other governmental charges not at borrowed money outstanding on the time delinquent or thereafter payable without penalty or being contested Effective Date and identified in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesSchedule 5.05;
(b) any purchase money security interest hereafter created on any property of any Credit Party or any Subsidiary securing Indebtedness incurred solely for the purpose of financing all or a portion of the purchase price of such property; provided that (i) such Lien (A) is created within six months of the acquisition of such property, (B) extends to no other property and (C) secures no other Indebtedness; (ii) the principal amount of Indebtedness secured by such Lien shall at no time exceed the lesser of (A) the cost to the owner of the property subject thereto and (B) the fair value of such property (as determined in good faith by the Board of Directors of such owner) at the time of the acquisition thereof; (iii) such Lien does not extend to or in any way encumber any inventory purchased in the ordinary course of business; and (iv) the aggregate principal amount of all Indebtedness secured by all such Liens shall not exceed at any time $30,000,000 less the aggregate principal amount of all Indebtedness secured by Liens permitted under Section 5.05(k);
(c) carriers', warehousemen's, mechanics', materialmen's, repairmen's liens or other similar liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company Credit Party or any Subsidiary (and not created in contemplation overdue for a period of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all more than 30 days or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby which are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; and
(gd) Liens in favor of consignors against inventory being sold on consignment in the Senior Lenders ordinary course of business by any Credit Party or any Subsidiary;
(e) Liens created in substitution for any Liens permitted by paragraphs (a) and (b) of this Section 5.05; provided that (i) any such newly-created Lien does not extend to any other or additional property and (ii) if permitted by such paragraph (a) or (b), does not secure any other (or additional principal amount of) Indebtedness;
(f) Liens existing on assets at the time of acquisition thereof or of a Subsidiary owning such assets and not incurred in anticipation of or in connection with such acquisition;
(g) operating leases and Capital Leases, to the extent the same would constitute Liens, pursuant to which any Credit Party or its Subsidiary is lessee, and incurred by such Person in the ordinary course of its business;
(h) Liens which secure Indebtedness under trade letters of credit having an aggregate principal amount not exceeding at any time $35,000,000; provided that such Liens shall be limited to the related merchandise (and not a general Lien on all assets of any Person);
(i) Liens arising in connection with, or the sale of receivables under, the Program (as contemplated by paragraph 1 of Schedule 1.01(a)) or a Securitization in an aggregate amount not exceeding $200,000,000 of sold receivables outstanding at any time, limited to the credit card receivables of the Home Shopping Persons and interests therein, under the Program or in any trust or similar entity utilized to effect any Securitization, in each case on a nonrecourse basis to USANi, the Borrower and their respective Subsidiaries other than to such trust or similar entity (and, in the case of any Securitization, subject to (i) an average advance rate of 80% or higher and (ii) the seller's retained residual interest in such accounts receivable not exceeding $40,000,000 at any time), it being understood that the grant of security interests described in clauses (i), (ii), (iii), (v) and (vi) of paragraph 6 of Schedule 1.01(a), to the extent that such security interests relate to the same property that is "sold" by any of the Home Shopping Persons under the Program, as described in paragraph 1 of said Schedule, will not "constitute a Lien on assets of any Person" for the purposes of this Section 5.05;
(j) Liens arising under the Security Documents in favor of the Secured Parties;
(k) in addition to Liens otherwise permitted by this Section 5.05, Liens on property of any Credit DocumentsParty or any of their respective subsidiaries (i) which secure Indebtedness (other than any Hedging Agreement) having an aggregate principal amount not exceeding at any time $30,000,000 less the aggregate principal amount of all Indebtedness secured by Liens permitted under Section 5.05(b) and (ii) each of which shall be limited to specified items of collateral (and not a general Lien on all assets of any Person) having a book value not greater than 150% of the aggregate principal amount of the Indebtedness secured by such Lien;
(l) liens for taxes, assessments and governmental charges or levies (including liens arising under ERISA) to the extent not required to be paid under Section 5.04;
(m) deposits or pledges to secure the performance of bids, contracts (other than for borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(n) pledges or deposits in connection with workmen's compensation, unemployment insurance and other social security obligations; and
(o) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not, individually or in the aggregate, materially detract from the value of the property subject thereto; provided, however, that, notwithstanding the foregoing, at no time and under no circumstances will any of USANi, the Borrower or any of their respective Subsidiaries create, incur, assume or suffer to exist any Lien on any Intercompany Note or on any equity interest held by any of them in any of their Subsidiaries, and all Intercompany Notes and all such equity interests will in any event be maintained free and clear of all Liens whatsoever, except for the Liens created pursuant to the Security Documents and the SFB Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Usa Networks Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof or Liens that are insignificant, individually and in the aggregate, to the Borrower and any Subsidiary in terms of the assets to which they attach or the Indebtedness which they secure, and any renewals or extensions thereof, provided that the -------- property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); ---------------
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits and liens on the property of the Borrower or its Subsidiaries to secure (i) the non-delinquent performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), (ii) contingent obligations in connection with performance bonds, surety bonds and appeal bonds and (iii) other non-delinquent obligations of a like nature incurred in the ordinary course of business, including Liens created or incurred in connection with government purchase contracts; provided that all such Liens (other than Liens created or incurred in connection with government purchase contracts) in the aggregate could not reasonably be expected to cause a Material Adverse Effect;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or --------------- other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 7.03(e); --------------- provided that (i) such Liens do not at any Subsidiarytime encumber any property other -------- than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(gj) Liens in favor securing other obligations of the Senior Lenders arising under Borrower and its Subsidiaries not to exceed in the Credit Documentsaggregate at any one time outstanding the Threshold Amount.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes in existence on the Closing Date and listed on Schedule 7.2(a); provided that (i) no such Lien is spread to cover any additional property after the Closing Date, (ii) the amount of Indebtedness secured or other governmental charges benefitted thereby is not at increased (except as permitted pursuant to Section 7.1), (iii) the time delinquent direct or thereafter payable without penalty any contingent obligor with respect thereto is not changed, and (iv) any renewal or being contested in good faith extension of the obligations secured thereby is permitted by appropriate proceedings and, in each case, for which it maintains adequate reservesSection 7.1;
(b) Xxxxx created pursuant to the Security Documents and other Liens in favor of the Lender;
(c) Liens in connection with Swap Agreements;
(d) Liens for Taxes, assessments and other governmental charges not delinquent or being Properly Contested in good faith by a Loan Party;
(e) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance;
(f) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of like nature arising in the ordinary course of business;
(g) Liens arising by virtue of the rendition, entry or issuance against any Borrower or any Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment, writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default;
(h) Carriers’, warehousemens’, repairmens’, mechanics’, workers’, materialmen’s, landlords’, customs brokers, custom and forwarding agents, and other like Liens arising in the ordinary course of business with respect to obligations which are not more than thirty (such as 30) days past due or which are being Properly Contested in good faith;
(i) Liens in favor of carriers, warehousemen, mechanics and materialmen and a banking or other similar Liens imposed by financial institution arising as a matter of law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds the ordinary course of business under customary general terms and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any conditions encumbering deposits or advances other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesarising pursuant to such banking institution’s general terms and conditions;
(cj) Liens identified 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 other goods in the attached "Liens Schedule"ordinary course of business;
(dk) subject leases or subleases and non-exclusive licenses or sublicenses granted in the ordinary course of business to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens others not interfering in any material respect with the ordinary conduct of the business of the Company Borrowers or any Subsidiaryof their Subsidiaries, taken as a whole;
(l) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to lease) permitted under Section 7.1(f);
(m) rights of consignors of goods, whether or not perfected by the filing of a financing statement under the UCC;
(n) 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;
(o) Liens arising from UCC financing statement filings solely as a precautionary measure in connection with operating leases or consignment of goods;
(p) Liens on cash collateral securing any letters of credit permitted by Section 7.1(h) hereof;
(q) [reserved];
(r) other Liens that are acceptable to the Lender in its sole discretion; and
(gs) Liens solely during the term of that certain Lease Agreement between Q 2400 Glenville, L.P., as landlord, and CalAmp Wireless Networks Corporation, as tenant, dated as of October 2, 2018 (the “Lease Agreement”), expiring June 30, 2024, the Lien evidenced by UCC financing statement number 20187262492; provided, that neither the Borrower nor any of its Subsidiaries may occupy the premises subject to such Lease Agreement; provided, further, that neither the Borrower nor any of its Subsidiaries shall be deemed to be in favor occupation of such premises solely as a result of the Senior Lenders arising under expiration of the Credit Documentssublease to Pure Nodal, Inc. on June 15, 2024.
Appears in 1 contract
Samples: Credit Agreement (CalAmp Corp.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or any Subsidiaryfair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) Liens of purchase and sale documents entered into in connection with Permitted Acquisitions;
(k) defects of title and adverse claims of third parties with respect to IP Rights, which defects of title and adverse claims are not, individually or in the aggregate, material in relation to the Borrower and its Subsidiaries, taken as a whole; and
(gl) other Liens securing obligations not to exceed $250,000 in favor of the Senior Lenders arising under the Credit Documentsaggregate at any one time.
Appears in 1 contract
Samples: Credit Agreement (Interdigital Communications Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Intentionally Omitted;
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) landlords’ carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, do not interfering in any material respect materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens arising solely by virtue of any statutory or any Subsidiarycommon law provision relating to banker’s liens, rights of set-off or similar rights and remedies, or under general depository or brokerage agreements, and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institution or brokerage; and
(gj) Liens in favor securing Indebtedness permitted under Section 7.03(d); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Senior Lenders arising under property being acquired on the Credit Documentsdate of acquisition.
Appears in 1 contract
Samples: Credit Agreement (Encore Wire Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) leases, subleases, licenses and sublicenses granted to third Parties in the ordinary course of business, in each case, not interfering with the operations of business of the Company or any Subsidiaryits Subsidiaries;
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); and
(gj) Liens in favor securing Indebtedness permitted under Section 7.03(f) or (g); provided, that the aggregate outstanding principal amount of the Senior Lenders arising under the Credit Documentssuch Indebtedness secured by such Liens shall not exceed $50,000,000 at any time.
Appears in 1 contract
Samples: Credit Agreement (Stericycle Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 (such Schedule delivered in accordance herewith) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b). Schedule 7.01 shall be delivered to the Administrative Agent no later than January 13, 2006 and shall list (A) only those Liens that existed as at the Closing Date, and (B) only those Liens as permitted pursuant to the US Credit Agreement;
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price for a period of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within more than 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby which are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing purchase money Indebtedness and Indebtedness permitted under Section 7.03(b); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or any Subsidiaryfair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(gj) Liens in favor on the property of a Person existing at the time such Person becomes a Subsidiary of the Senior Lenders arising Loan Party in a transaction permitted hereunder securing Indebtedness permitted to be incurred under Section 7.03; provided, however, that any such Lien may not extend to any other property of the Credit DocumentsLoan Party or any other Subsidiary that is not a Subsidiary of such Person; provided, further, that any such Lien was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Loan Party;
(k) other Liens in addition to those permitted by the foregoing clauses securing Indebtedness in an aggregate amount not to exceed the following (measured at the time of incurrence): (i) if the Parent Guarantor has an Investment Grade Debt Rating, 15% of Consolidated Net Worth at any time outstanding or (ii) if the Parent Guarantor does not have an Investment Grade Debt Rating, 8% of Consolidated Net Worth at any time outstanding.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent payable or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) with respect to any real property which is not a Pledged Property, easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person or are otherwise disclosed on the applicable title commitment and acceptable to the Agent;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any Subsidiarytime encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) Liens securing Non-recourse Indebtedness permitted under Section 8.03(g); and
(gk) with respect to any real property which is a Pledged Property, Permitted Liens in favor of the Senior Lenders arising under the Credit Documentsand Permitted Encumbrances.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens (i) created pursuant to any Loan Document and (ii) on the Collateral securing other Secured Obligations;
(b) Liens existing on the Closing Date and listed in Schedule 7.01(b) and any modifications, replacements, renewals, restructurings, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after‑acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and (B) proceeds and products thereof and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefitted by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;
(c) Liens for taxes taxes, assessments or governmental charges that are not overdue for a period of more than any applicable grace period related thereto or (i) that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP or (ii) the failure to pay of discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(d) statutory or common law Liens of landlords, sub‑landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens, so long as, in each case, such Liens secure amounts not overdue for a period of more than 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries;
(f) pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental charges contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(g) covenants, conditions, easements, rights‑of‑way, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances and minor title defects, in each case affecting Real Property and that do not at in the time delinquent aggregate materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties;
(h) Liens (i) securing judgments or thereafter payable without penalty orders for the payment of money not constituting an Event of Default under Section 8.01(h), (ii) arising out of judgments or awards against the Borrower or any Restricted Subsidiary with respect to which an appeal or other proceeding for review is then being pursued and (iii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings andfor which adequate reserves have been made;
(i) leases, licenses, subleases or sublicenses (including licenses and sublicenses of software and other intellectual property rights) and terminations thereof, in each casecase either granted to others with respect to intellectual property that is not material to the business of the Borrower and Restricted Subsidiaries or in the ordinary course of business, for which it maintains adequate reserves(i) do not interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) do not secure any Indebtedness and (iii) are permitted by Section 7.05;
(bj) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such as Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(k) Liens (i) Liens of carriersa collection bank arising under Section 4‑208 of the Uniform Commercial Code on items in the course of collection, warehousemen(ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, mechanics (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and materialmen conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to purchase orders and other similar agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(l) Liens imposed by law (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i) and (n) or to the extent related to any of the foregoing, Section 7.02(s), to be applied against the purchase price for such Investment, and (ii) Liens incurred consisting of an agreement to Dispose of any property in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising a Disposition permitted under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, andSection 7.05, in each case, for which it maintains adequate reservessolely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(cm) Liens identified (i) in favor of the attached "Liens Schedule"Borrower or any Subsidiary Guarantor and (ii) in favor of a Restricted Subsidiary that is not a Loan Party on assets of a Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03;
(dn) any interest or title of a lessor, sub‑lessor, licensor or sub‑licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business or with respect to intellectual property that is not material to the business of the Borrower and its Restricted Subsidiaries;
(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
(p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;
(q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(r) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks or other deposit‑taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(t) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;
(u) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to the limitation set forth in Section 6.9(c)such Liens, (iii) such Liens do not at any time encumber property (except for replacements, additions, accessions and proceeds to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
(v) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted under Section 7.03;
(w) Liens existing on property at the time of its acquisition or existing on the acquisition thereof property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14) (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by the Company Borrower or another Restricted Subsidiary) or Liens to secure Indebtedness otherwise incurred pursuant to Section 7.03(g) to finance a Permitted Acquisition, in each case after the Closing Date; provided that (i) such Lien either (A) secures Indebtedness incurred pursuant to Section 7.03(g) to finance a Permitted Acquisition and, if incurred by a Loan Party, does not extend to or cover any Subsidiary assets or property other than Collateral or (and B)(x) was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and (y) does not extend to or cover any other assets or property (other than the proceeds, products and accessions thereof and other than after‑acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after‑acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part Indebtedness secured thereby is permitted under Section 7.03(g),
(x) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the cost of acquiring such propertybusiness complies, provided that and (ii) any such Lien attaches zoning or similar law or right reserved to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering vested in any material respect Governmental Authority to control or regulate the use of any Real Property that does not materially interfere with the ordinary conduct of the business of the Company Borrower and its Restricted Subsidiaries, taken as a whole;
(y) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;
(z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(aa) the modification, replacement, renewal or extension of any Lien permitted by Sections 7.01(b), (u) and (w); provided that (i) the Lien does not extend to any additional property, other than (A) after‑acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension, restructuring or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);
(bb) Liens with respect to property or assets of the Borrower or any Subsidiary; andof its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed the greater of $18,000,000 and 24% of LTM EBITDA, in each case determined as of the date of incurrence;
(gcc) [reserved];
(dd) Liens on the Collateral securing obligations in favor respect of Permitted Second Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt and any Permitted Refinancing of any of the Senior Lenders arising foregoing;
(ee) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;
(ff) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries to secure the performance of the Borrower’s or such Subsidiary’s obligations under the Credit Documents.terms of the lease for such premises;
(gg) [reserved];
(hh) [reserved];
(ii) Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted under Section 7.03; (jj) Liens on the Collateral securing (i) Indebtedness incurred pursuant to Section 7.03(w), (ii) related First Lien Secured Obligations under the First Lien Loan Documents governing such Indebtedness and (iii) all Hedging Obligations and Cash Management Obligations (each, as defined in the Closing Date Intercreditor Agreement) and guaranties thereof constituting First Lien Secured Obligations; (kk) Liens on the Collateral securing Indebtedness incurred pursuant to Section 7.03(y);
Appears in 1 contract
Samples: Second Lien Credit Agreement (Jason Industries, Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired, except for the following to the extent (other than with respect to clause (a)) the incurrence, except:assumption or existence thereof is in compliance with the requirements of Section 6.20 (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 attached to the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a 27810336v11 period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that a reserve or other appropriate provision shall have been made therefor;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens only secure the payment of Indebtedness arising thereunder;
(j) bankers’ Liens, rights of way, restrictions, minor defects or irregularities in title setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries in compliance with the requirements of this Agreement, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(i) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by SJCC or SJTC in the ordinary course of business and covering only the assets so leased, licensed or subleased or (ii) to the extent constituting a Lien, any licenses, sublicenses, leases or subleases granted by SJCC or SJTC to other Persons not materially interfering with the conduct of the business of the Loan Parties taken as a whole;
(l) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; or
(m) Any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority.
(n) Statutory and common law landlords’ liens under leases to which any Loan Party is a party;
(o) Permitted Encumbrances;
(p) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums;
(q) Liens in respect of royalty, production payment and other obligations under coal leases and similar agreements entered into by SJCC or SJTC in the ordinary course of business and to the extent such Liens do not secure any obligation for borrowed money;
(r) Liens in respect of supply, sales, surface use and other operational agreements entered into consistent with normal practices in the mining industry, in each case to the extent such agreements are entered into in the ordinary course of business and such Liens do not secure any obligation for borrowed money;
(s) licenses of intellectual property granted by the Loan Parties in the ordinary course of business and not interfering in any material respect with the ordinary conduct course of the business of the Company or any SubsidiaryLoan Parties; andor
(gt) Liens in favor granted, or to be granted, by SJCC pursuant to the Reclamation Bond Agreement dated as of the Senior Lenders arising under the Credit DocumentsJanuary 31, 2016 among PNM Resources, Xxxxxxxxxxxx, SJCC and Zurich American Insurance Company.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof; provided, that, (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security legislation, other than any Lien imposed by ERISA;
(excluding Liens arising under ERISAf) or in connection with surety bonds, deposits to secure the performance of bids, performance bonds trade contracts and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, andleases (other than, in each case, for which it maintains adequate reservesIndebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(cg) Liens identified in the attached "Liens Schedule";
(dx) subject to the limitation set forth in Section 6.9(c)minor imperfections of title and easements, (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such propertyrights-of-way, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments restrictions and other similar Liensencumbrances affecting real property and fixtures which, for sums in the aggregate, are not exceeding $1,000,000 arising substantial in connection with court proceedingsamount, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens which do not interfering in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person, (y) Liens and other matters specifically disclosed on Schedule B of the Title Report or Title Policies, as applicable and (z) Laws relating to zoning, entitlement, building, environmental, safety and other land use regulations that are violated in any material respect by current occupancy or use;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; andof its Subsidiaries;
(gk) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases not prohibited by this Agreement;
(l) (x) normal and customary Liens (including rights of setoff) encumbering deposits of cash in favor of banks or other depository institutions and (y) normal and customary Liens in the ordinary course of business attaching to securities or commodities trading accounts in favor of an intermediary in respect of assets credited to a securities or commodities account;
(m) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(n) Liens of sellers of goods to DTAG and any of its Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(o) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a);
(p) Liens securing Indebtedness permitted under Section 8.03(f) outstanding at any time in an aggregate principal amount not to exceed $20,000,000;
(q) Liens granted to secure payment of Indebtedness permitted under Section 8.03(l) and covering only assets of the Foreign Subsidiary obligated under such Indebtedness;
(r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Senior Lenders arising importation of goods in the ordinary course of business;
(s) Liens granted to secure payment of Vehicle Debt and covering only Vehicles financed by such Vehicle Debt, Excluded Receivables relating to such Vehicles, and, if applicable, rights under Demand Capitalization Notes and other rights of any SPC or any other Subsidiary under any Securitization Program Documents relating to such Vehicle Debt (including all rights of such SPC or such other Subsidiary under leases, subleases, enhancement agreements and collateral documents in connection with such Securitization Program), any other assets of such SPC or such other Subsidiary subject to a Lien pursuant to the Credit Securitization Program Documents for such Securitization Program and all proceeds of the foregoing; provided, that, Liens granted to secure payment of Vehicle Debt by any Subsidiary that is not a SPC shall only be in respect of assets (including rights under Securitization Program Documents) that consist of, or relate to, Vehicles financed by the relevant Vehicle Debt and are granted in connection with a Securitization Program pursuant to the applicable Securitization Program Documents; and
(t) other Liens securing Indebtedness in an aggregate principal amount not to exceed $1,000,000 at any time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document securing the Obligations;
(b) Liens existing on the Third Restatement Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the property covered thereby is not changed (except for replacements and accessions to such property and additions that do not increase the value of such property in any material respect), (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby, to the extent constituting Indebtedness, is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) Liens in respect of property or assets of Holdings or any of its Subsidiaries imposed by law and which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money (such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (ibusiness) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) in the case of Liens securing purchase money Indebtedness and Capital Leases, (A) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness, and (B) the Indebtedness secured thereby does not exceed the cost US-DOCS\70212156.13 or fair market value of the property, whichever is lower, being acquired on the date of acquisition, improvements thereto and related expenses; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms and (ii) with respect to any Liens existing on any property or asset prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary in connection with a Permitted Acquisition, such Lien (x) is not created in connection with such acquisition or such Person becoming a Subsidiary, as the case may be and (y) shall not encumber any other property or assets of any Borrower or any Subsidiary; and;
(gj) precautionary filings in respect of operating leases; and leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of any Borrower or any Subsidiary or (ii) secure any Indebtedness;
(k) other Liens securing obligations the aggregate amount of which does not exceed the greater of (x) $60,000,000 and (y) 2.00% of Consolidated Total Assets;
(l) Liens on property of Foreign Subsidiaries organized in jurisdictions other than any jurisdiction in which a Borrower is organized securing Indebtedness of such Foreign Subsidiaries permitted by Section 7.03(g), the proceeds of which indebtedness are used for such Foreign Subsidiaries’ working capital purposes;
(m) Liens arising in connection with a Qualified Receivables Transaction on Receivables Program Assets permitted to be Disposed of pursuant to Section 7.05(l) securing Receivables Program Obligations permitted by Section 7.03(j);
(n) Liens in favor of custom and revenue authorities arising as a matter of law to secure payment of non-delinquent customs duties in connection with the Senior Lenders importation of goods;
(o) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of letters of credit and bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(p) Liens arising out of conditional sale, consignment, title retention or similar arrangements for the sale of goods entered into by any Borrower or any of its Subsidiaries in the ordinary course of business;
(q) Liens (i) of a collection bank arising under Section 4-210 of the Credit DocumentsUniform Commercial Code on items in the course of collection; (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off and banker’s liens) and which are within the general parameters customary in the banking industry;
(r) deposits made in the ordinary course of business to secure liability to insurance carriers;
(s) non-exclusive licenses for the use of intellectual property entered into in the ordinary course of business;
(t) Liens on Cash Collateral granted in favor of any Lenders and/or the L/C Issuer created as a result of any requirement or option to Cash Collateralize pursuant to this Agreement; US-DOCS\70212156.13
(u) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Borrower or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of any Borrower or any of its Subsidiaries in the ordinary course of business;
(v) Liens encumbering customary initial and margin deposits in respect of foreign exchange accounts maintained in the ordinary course of business, similar Liens attaching to foreign exchange accounts maintained in the ordinary course of business and Liens on cash and Cash Equivalents to secure Swap Contracts; provided that (x) any account subject to a Lien described above in this paragraph (v) may only contain deposits for the purposes described above and (y) unless otherwise agreed to by the Administrative Agent or the Required Lenders, neither Holdings nor any of its Subsidiaries shall deposit additional amounts into any account as described above at any time while a Default or any Event of Default exists;
(w) Liens incurred in connection with permitted insurance premium financing;
(x) Liens securing Indebtedness permitted pursuant to Section 7.03(r) so long as such Liens do not extend to any other asset other than those so encumbered at the time of consummation of the applicable Permitted Acquisitions (except for replacements and accessions to such property and additions that do not increase the value of such property in any material respect);
(y) Liens on assets of a Subsidiary that is not a Loan Party in favor of a Subsidiary that is not a Loan Party;
(z) Liens securing judgments for the Specified Brazilian Tax Payment or securing appeal or other surety bonds related to such judgments to the extent such Liens are on assets of Tilibra or another Subsidiary organized under the laws of Brazil; and
(aa) Liens securing purchase price deposits the aggregate amount of which does not exceed the greater of (x) $50,000,000 and (y) 2.00% of Consolidated Total Assets.
Appears in 1 contract
Samples: Credit Agreement (ACCO BRANDS Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) reserved;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business in an aggregate principal amount not to exceed $250,000;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or any Subsidiaryfair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(gj) Liens in favor of the Senior Lenders arising not otherwise permitted under the Credit Documentsthis Section 7.01 securing Indebtedness incurred pursuant to Section 7.03(j).
Appears in 1 contract
Samples: Credit Agreement (Gas Natural Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:other than the following (collectively, the “Permitted Liens”):
(a) Liens securing the Obligations pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens for taxes or other governmental charges not at the time yet delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, operator’s, landlord’s, customs’ or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title surface leases and other similar Liens rights in respect of surface operations, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and are customary and usual in the oil and gas industry, and which do not in any material respect case materially detract from the value or operation of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness permitted under Section 8.03(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and additions and accessions thereto and proceeds thereof and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) contracts, agreements, lease provisions, defects and irregularities which were in effect when the properties were acquired and which were not such as to materially interfere with the operation, value or use thereof;
(k) royalties, overriding royalties, reversionary interests, production payments and similar lease burdens which are granted in the ordinary course of business in the oil and gas industry and which are deducted in the calculation of discounted present value in the Reserve Reports delivered to Agent hereunder;
(l) sale contracts, joint operating agreements, or other arrangements for the exploration, development, production, transportation, gathering, processing or sale of hydrocarbons which would not (when considered cumulatively with the matters discussed in clause (k) immediately preceding) deprive Borrower of any Subsidiarymaterial right in respect of Borrower’s assets or properties;
(m) Gas Balancing Agreements; provided that the amount of all gas imbalances known to any Responsible Officer of a Loan Party and the amount of all production which has been paid for but not delivered shall have been disclosed or otherwise taken into account in the Reserve Reports delivered to the Agent hereunder;
(n) Liens to secure plugging and abandonment obligations, including the Texaco Lien;
(o) Liens expressly permitted by the Collateral Documents;
(p) Liens securing the financing of insurance premiums;
(q) Liens relating to the establishment of depository relations with banks in the ordinary course of business;
(r) Liens arising under an indenture or other agreement governing Senior Notes in favor of the trustee, agent or representative thereunder for its own benefit; provided, however, that such Liens are solely for the benefit of such trustee, agent or representative in its capacity as such and not for the benefit of the holders of such indebtedness; and
(gs) Liens securing obligations that in favor of the Senior Lenders arising under the Credit Documentsaggregate do not exceed $1,000,000 at any time.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on of any nature upon or with respect to any of its real or personal propertiestheir respective Properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesPermitted Liens;
(b) Liens arising in under the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesLoan Documents;
(c) Liens identified existing on the Effective Date and disclosed in Schedule 5.9 and any renewals, extensions, refinancings, exchanges or amendments thereof; provided that the attached "Liens Schedule"obligations secured or benefited thereby are not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing;
(d) subject to the limitation set forth Liens on Property acquired by Borrower or any of its Subsidiaries that were in Section 6.9(c), (i) Liens existing on property existence at the time of the acquisition thereof by the Company or any Subsidiary (of such Property and were not created in contemplation of such acquisition) acquisition and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all renewals, extensions, refinancings, exchanges or any part of the cost of acquiring such property, amendments thereof; provided that any the obligations secured or benefited thereby are not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredrefinancing;
(e) attachmentsany Lien created by an agreement or instrument entered into by Borrower or any of its Subsidiaries in the ordinary course of its business which consists of a restriction on the assignability, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution transfer or other enforcement hypothecation of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsagreement or instrument;
(f) easementsLiens solely on the assets of Foreign Subsidiaries of Borrower securing Indebtedness of such Foreign Subsidiaries of Borrower not exceeding $150,000,000 in the aggregate at any time;
(g) operating leases entered into from time to time, rights in the ordinary course of waybusiness, restrictionsby Borrower or any Subsidiary for equipment or vehicles, minor defects which may have Liens on the leased personal property;
(h) Liens on the EMJ COLI policies (but on no other assets of Borrower, EMJ or irregularities in title and other similar Liens not interfering in any material respect of their respective Subsidiaries) to the extent granted for the benefit of the holders of the Life Insurance Policy Loans that comply with the ordinary conduct requirements of clauses (1) through (4) of the business last sentence of the Company or any Subsidiarydefinition of the term “Indebtedness” to secure EMJ’s obligations under such Life Insurance Policy Loans; and
(gi) other Liens (in favor addition to those permitted by clauses (a) through (h) above) securing Indebtedness and other obligations, so long as the aggregate outstanding amount of the Senior Lenders arising under the Credit DocumentsPriority Indebtedness at any time does not exceed 15% of Consolidated Net Tangible Assets.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptor sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names such Borrower or any of its Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(d), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d);
(c) Liens for taxes taxes, assessments or other governmental charges or levies not at the time delinquent yet due or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s liens or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate do not interfering in any material respect materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) leases or subleases granted to others not interfering in any material respect with the business of any Borrower or any Subsidiaryof its Subsidiaries;
(k) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by any Borrower or any of its Subsidiaries in the ordinary course of business and statutory and common Law landlords’ liens under leases to which a Borrower or any of its Subsidiaries is a party;
(l) any interest or title of a lessor under any lease permitted by this Agreement;
(m) Liens (i) of a collecting bank under Section 4-208 of the UCC in “items” incurred in the ordinary course of business, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) customary Liens (including the right of set-off) arising as a matter of Law in favor of banking institutions encumbering deposits held by such banking institutions incurred in the ordinary course of business;
(n) Liens solely on any xxxx xxxxxxx money deposits made by the Borrowers or any of their Subsidiaries in connection with any letter of intent or purchase agreement with respect to an Investment permitted by Section 7.03(p);
(o) Liens securing Secured Hedge Agreements permitted hereunder;
(p) purchase money liens securing payables arising from the purchase by any Loan Party of any equipment or goods in the ordinary course of business; provided that (i) such Liens do not at any time encumber any property other than the property financed by such payables, (ii) such payables do not constitute Indebtedness, (iii) the payable secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (iv) the aggregate amount of such payables, when taken together with the amount of Indebtedness secured by Liens permitted under Section 7.01(i), does not exceed the dollar amount set forth in Section 7.02(f);
(q) CoBank’s statutory Lien in the CoBank Equities granted pursuant to the Farm Credit Act of 1971; and
(gr) Liens in favor securing (i) taxes and other obligations incurred prior to the commencement of the Senior Lenders arising under Chapter 11 Cases and (ii) right-of-way taxes in an aggregate amount not to exceed $1,000,000 in New Hampshire that the Credit DocumentsBorrowers or their Subsidiaries are disputing as to validity and amount, which in the case of clauses (i) and (ii) remain unpaid following the Closing Date and which shall be treated and discharged following the Closing Date in accordance with the provisions of the Plan of Reorganization.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, laborer’s, landlord’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens either (i) securing obligations (other than Indebtedness) under stockholder agreements, joint venture agreements, voting trust agreements and similar agreements between the Borrower and/or a Restricted Subsidiary, on the one hand, and any other Persons holding Equity Interests in a Subsidiary of the Borrower or in any other Person in which the Borrower or such Restricted Subsidiary has an Investment, on the other hand, or (ii) in the nature of the voting, equity transfer, redemptive rights or similar terms under any such agreement or other term (other than Liens securing Indebtedness) customarily found in such agreements, in each case, encumbering the Borrower’s or such Restricted Subsidiary’s Equity Interests or other Investments in such Subsidiary or other Person;
(j) Liens securing Indebtedness of a Restricted Subsidiary to the Borrower or another Restricted Subsidiary permitted under Section 7.03(c); provided, however, that no promissory note or instrument evidencing any such Indebtedness shall be subject to any Lien or otherwise pledged in favor of any Person other than the Borrower or a Restricted Subsidiary;
(k) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(gl) Liens in favor securing Indebtedness permitted under Section 7.03(f) and/or (g); provided that such Liens do not encumber property with an aggregate fair market value which, together with the fair market value of the Senior Lenders arising under the Credit Documentsproperty subject to any Liens described in Section 7.01(k), is in excess of 15% of Consolidated Total Assets.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (B) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(j) Liens on property of Foreign Subsidiaries securing the Foreign Subsidiary Debt;
(k) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiaryof its Subsidiaries;
(l) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; and
(gn) Liens in favor of a collection bank arising under Section 4-210 of the Senior Lenders arising under Uniform Commercial Code on items in the Credit Documentscourse of collection.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) [Intentionally Deleted.]
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); and provided further that any such Liens noted on Schedule 7.01 as to be released on or after the Closing Date shall cease to be permitted hereunder if not released on the applicable date;
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, landlords’ mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) inchoate statutory Liens arising under ERISA;
(g) deposits or pledges to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights of encroachments, rights-of-way, restrictionsrestrictive covenants, minor defects or irregularities in title other restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h), and pre-judgment Liens created by or existing from any Subsidiarylitigation or legal proceeding that are being contested in good faith by appropriate proceedings, promptly instituted and diligently conducted, for which adequate reserves have been made to the extent required by GAAP, and which would not, upon becoming Liens securing judgments for the payment of money, constitute an Event of Default under Section 8.01(h);
(j) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds thereof (including without limitation insurance proceeds) and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value on the date of acquisition, whichever is lower, of the property being acquired (including transportation and installation costs, if any); and
(gk) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof securing Indebtedness permitted by Section 7.03(f); provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in favor anticipation thereof, (ii) any such Lien is not spread to cover any additional property or assets after the time such Person becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased;
(l) Liens on the property or assets of a Foreign Subsidiary, excluding Foreign Subsidiaries that are parties to this Credit Agreement, securing indebtedness of Foreign Subsidiaries permitted under Section 7.03(i) hereof;
(m) Liens not otherwise permitted in clauses (a) through (l) above securing indebtedness in an aggregate principal amount outstanding at any time not to exceed 10% of the Senior Lenders arising under Company’s Consolidated Net Worth (as reflected on the Credit Documentsconsolidated balance sheet of the Company contained in the Audited Financial Statements or most recently delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), as applicable).
Appears in 1 contract
Samples: Credit Agreement (Grant Prideco Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or that are being contested in good faith by appropriate proceedings and, proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in each case, for which it maintains adequate reservesconformity with GAAP;
(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business business;
(such as (ic) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred pledges or deposits in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security legislation;
(excluding d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (other than for Indebtedness or any Liens arising under ERISA) or deposits made in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredpermitted Investments;
(e) attachmentseasements, appeal bondsrights-of-way, judgments restrictions and other similar Liensencumbrances incurred in the ordinary course of business that, for sums in the aggregate, are not exceeding $1,000,000 arising substantial in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed amount and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens that do not interfering in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Group Member;
(f) Liens in existence on the date hereof listed on Schedule 7.3(f) to the Disclosure Letter; provided that (i) no such Lien is spread to cover any additional property after the Closing Date, (ii) the amount of Indebtedness or obligations secured or benefitted thereby is not increased, (iii) the direct or any Subsidiary; andcontingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with, or within ninety (90) days after, the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (iii) the amount of Indebtedness secured thereby is not increased, except by an amount permitted by Section 7.2(e);
(h) Liens created pursuant to the Security Documents;
(i) (x) any interest or title of a lessor or licensor under any lease or license entered into by a Group Member in the ordinary course of its business and covering only the assets so leased or licensed, (y) leases, licenses, subleases and sublicenses of real property granted to others in the ordinary course of business and (z) non-exclusive licenses or sublicenses of Intellectual Property in the ordinary course of business;
(j) judgment Liens that do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of the Senior Lenders banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the Credit DocumentsUCC on items in the course of collection;
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(g), (ii) Liens securing reimbursement obligations with respect to letters of credit permitted by Section 7.2(g) that encumber documents and other property relating to such letters of credit, and (iii) Liens securing Obligations under any Specified Swap Agreements permitted by Section 7.2(i);
(m) Liens securing Subordinated Indebtedness incurrent pursuant to Section 7.2(f);
(n) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person, and (iii) the applicable Indebtedness or obligation secured by such Lien is not prohibited under Section 7.2;
(o) the replacement, extension or renewal of any Lien permitted by clause (m) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;
(p) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Group Members) $25,000,000 at any one time;
(q) Liens on insurance proceeds in favor of insurance companies granted solely to secured financed insurance premiums;
(r) Liens in favor of custom and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods;
(s) Liens on any xxxxxxx money deposits required in connection with a permitted Investment or consisting of xxxxxxx money deposits required in connection with an acquisition of property not otherwise prohibited hereunder; and
(t) Liens securing Indebtedness permitted by Section 7.2(p).
Appears in 1 contract
Liens. NotThe Borrower will not create, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on (nor allow any of its real Subsidiaries to create, incur, assume or personal propertiessuffer to exist) any mortgage, assets deed of trust, pledge, lien, security interest, or rights other charge or encumbrance (including the lien or retained security title of whatsoever a conditional vendor) of any nature (whether collectively, "Liens"), upon or with respect to any of its property or assets, now owned or hereafter acquired), exceptexcept that the foregoing restrictions shall not apply to:
(ai) Liens for taxes taxes, assessments or other governmental charges or levies on property of the Borrower or any of its Subsidiaries if the same shall not at the time be delinquent or thereafter payable can be paid without interest or penalty or are being contested in good faith and by appropriate proceedings and, in each case, for which it maintains serve as a matter of law to stay any enforcement thereof and as to which adequate reservesreserves are maintained;
(bii) Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and other similar Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue yet due or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings which serve as a matter of law to stay the enforcement thereof and as to which adequate reserves are maintained;
(fiii) easementspledges or deposits under workmen's compensation laws, rights of wayunemployment insurance, restrictionssocial security, minor defects retirement benefits or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; andlegislation;
(giv) Liens in favor of the Senior Lenders arising under Bank;
(v) Liens in favor of equipment vendors, equipment lessors and other Persons securing purchase money Indebtedness to the Credit Documentsextent permitted by clause (iv) of ss.
4.1; provided that no such Lien will extend to any property of the Borrower other than the specific items of equipment financed; or
(vi) other Liens existing at the date hereof (including, without limitation, any existing Liens in favor of Silicon Valley Bank to the extent, but only to the extent, that same encumber specific items of equipment financed by Silicon Valley Bank), but only to the extent and with the relative priorities set forth on item 4.2 of the attached Disclosure Schedule. Without limitation of the foregoing, the Borrower covenants and agrees that it will not enter into (and represents and warrants that it is not now a party to or subject to) any agreement or understanding with any Person other than the Bank which could prohibit or restrict in any manner the right of the Borrower to grant Liens on its assets to the Bank, except an existing agreement with Silicon Valley Bank heretofore disclosed to the Bank.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real property (including without limitation any trademark, trade name or personal propertiesother intellectual property, assets or rights of whatsoever nature (any fixed assets), whether or now owned or hereafter acquired), exceptacquired except for:
(a) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or that are being contested in good faith by appropriate proceedings andproceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in each case, for which it maintains adequate reservesconformity with GAAP;
(b) carriers', warehousemen's, merchanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums that are not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesproceedings;
(c) Liens identified pledges or deposits in the attached "Liens Schedule"connection with workers' compensation, unemployment insurance and other social security legislation;
(d) subject deposits to secure the limitation set forth in Section 6.9(cperformance of bids, trade contracts (other than for borrowed money), (i) Liens existing on property at leases, statutory obligations, surety, customer and appeal bonds, performance bonds and other obligations of a like nature incurred in the time ordinary course of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredbusiness;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of rights-of-way, restrictions, minor title defects or irregularities in title and other similar Liens encumbrances incurred in the ordinary course of business that, in the aggregate, are not interfering substantial in amount and that do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or any Subsidiary; andof its Subsidiaries;
(f) Liens in existence on the date hereof listed on Schedule 7.3(f), and renewals, extensions or replacements thereof, securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of the indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets or to refinance such Indebtedness, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets or such refinancing, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) judgment Liens pursuant to judgments not constituting an Event of Default pursuant to Section 8(h); and
(j) any interest or title of a lessor, sublessor, licensee or licensor under any lease, sublease or license entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased, subleased or subject to such license;
(k) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the Senior Lenders importation of goods;
(l) Liens arising from precautionary UCC financing statement filings regarding operating leases;
(m) rights reserved to or vested in any governmental agency by law or regulation to control or regulate, or obligations or duties under law or regulation to any governmental agency with respect to, the Credit Documentsuse of any real property or with respect to any right, power, franchise, grant, license or permit;
(n) present or future zoning laws or regulations or other laws or regulations restricting the occupancy, use or enjoyment of real property;
(o) Liens on the property or assets of a Person which becomes a Subsidiary as a result of an acquisition after the date hereof or which merges or consolidates with or into the Borrower or a Subsidiary of the Borrower after the date hereof, securing Indebtedness permitted by Section 7.2(q), provided that (i) such Liens existed at the time of the acquisition, merger or consolidation and were not created in anticipation of such event, (ii) any such Lien does not by its terms cover any property or assets after the time such Person becomes a Subsidiary or the occurrence of such merger or consolidation which were not covered immediately prior to the time such Person becomes a Subsidiary or the occurrence of such merger or consolidation;
(p) Liens on the property or assets of Strandel, Inc. and its Subsidiaries existing on the date hereof listed on Schedule 7.3(f), and renewals, extensions or replacements thereof which do not spread such Lien to cover any additional property after the Closing Date and which do not increase the amount of Indebtedness secured thereby; and
(q) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries), when added to the aggregate outstanding amount of Attributable Debt (other than Attributable Debt secured by Liens permitted under Section 7.3(g)), $10,000,000 at any one time.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes Taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, laborer’s, landlord’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, including cash collateralization in respect of letters of credit;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens encumbering the Company’s or any of its Subsidiary’s equity interests or other Investments in any Joint Venture (i) securing obligations (other than Indebtedness) of the Company or such Subsidiary under the Joint Venture Agreement for such Joint Venture or (ii) in the nature of customary voting, equity transfer, redemptive rights or similar terms (other than Liens securing Indebtedness) under any such agreement;
(j) Liens securing Indebtedness of a Subsidiary of the Company to the Company or another Subsidiary of the Company permitted under Section 7.03(c); provided, however, that, except as contemplated under Section 7.01(m), no promissory note or other instrument evidencing such Indebtedness shall be subject to any Lien or otherwise pledged in favor of any Person, other than the Company or a Subsidiary of the Company;
(k) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(l) Liens incurred on any date of determination (including Liens securing Indebtedness permitted under Section 7.03(f)); provided that (i) at the time of the incurrence of such Lien no Designated Default or other Event of Default shall then exist and no Event of Default would result from such incurrence giving Pro Forma Effect to such Lien and (ii) the principal amount secured by such Liens and all other then outstanding secured Indebtedness of the Company and its Subsidiaries (including Indebtedness secured by Liens permitted by Section 7.01(b), Liens incurred pursuant to Section 7.01(k) and other Liens incurred pursuant to this Section 7.01(l)) and all then outstanding unsecured Indebtedness of Subsidiaries of the Company, in aggregate, does not exceed the Permitted Priority Amount on such date;
(m) Liens securing the Bonds if required pursuant to the terms thereof, provided, however, that the Obligations shall also be ratably secured by any such Lien on terms reasonably satisfactory to the Required Lenders;
(n) licenses, leases (other than capital leases) or subleases granted to others not interfering in any material respect with the business of the Company or any Subsidiaryof its Subsidiaries;
(o) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases otherwise permitted by this Agreement;
(p) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(q) Liens on assets of the Company or any of its Subsidiaries maintained with providers of Banking Services;
(r) Liens upon real property heretofore leased or leased after the Closing Date (under operating or capital leases) in the ordinary course of business by the Company or any of its Subsidiaries, as lessee, in favor of the lessor of such property created at the inception of the lease transaction, securing obligations of the Company or any of its Subsidiaries under or in respect of such lease and extending to or covering only the property subject to such lease and improvements thereon;
(s) Liens created in favor of a producer or supplier of television programming or films over distribution revenues and/or distribution rights which are allocable to such producer or supplier under related distribution agreements; and
(gt) Liens in favor of a collection bank arising under Section 4-208 of the Senior Lenders arising under New York Uniform Commercial Code (or similar provision of other applicable jurisdiction) on items in the Credit Documentscourse of collection.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired, other than the following: Liens pursuant to any Loan Document; Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), except:
(aiii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each caseaccordance with GAAP; carriers', for which it maintains adequate reserves;
(b) warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 45 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; deposits to secure the performance of bids, trade contracts and leases (f) other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person; Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); and Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or any Subsidiary; and
(g) Liens in favor fair market value, whichever is lower, of the Senior Lenders arising under property being acquired on the Credit Documentsdate of acquisition.
Appears in 1 contract
Samples: Revolving Credit Agreement (Green Mountain Coffee Roasters Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness and deposits on capital leases), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any Subsidiarytime encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(gj) Liens in favor securing Indebtedness permitted under Section 7.03(g); provided that (i) each such transaction is secured by no more than three (3) assets of the Senior Lenders arising debtor under the Credit Documentssuch transaction.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptor sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 5.08 and any renewals or extensions thereof, provided that (i) the property covered thereby is not expanded; (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(e); (iii) the direct or any contingent obligor with respect thereto is not changed; and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e);
(c) Liens for taxes or other governmental charges not at the time delinquent yet due or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens encumbrances affecting real property which do not interfering in any material respect materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness; and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) bankers’ liens, rights of set off or similar rights as to accounts maintained with a financial institution;
(k) licenses, leases or subleases granted to other Persons if and to the extent such licenses, leases and subleases do not interfere in any material respect with the business of any Loan Party or any Subsidiaryof their respective Subsidiaries and does not diminish the value of, or impair any right of the Lenders in or to any Collateral (as such term is defined in the applicable Collateral Agreement); and
(gl) Liens in favor additional Liens, as long as the value of the Senior Lenders arising under property subject to such Liens and the Credit DocumentsIndebtedness secured thereby does not exceed $250,000.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(ai) Liens pursuant to any Loan Document;
(j) Liens existing on the date hereof (x) listed on Schedule 7.01 or (y) that do not secure or benefit obligations in excess of $250,000 individually or $5,000,000 in the aggregate, and any renewals or extensions of any of the foregoing, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed other than in connection with a transaction permitted by Section 7.04, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(k) Liens for taxes not yet due and payable or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bl) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business (such as of the Borrower or any Subsidiary, and which are (i) Liens not overdue for a period of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and more than 30 days after the Borrower or any Subsidiary obtained actual knowledge of such Lien or (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(fm) Liens (including pledges or deposits) to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other NYI- 4560366v1175 obligations of a like nature incurred in the ordinary course of business, (including Liens to secure letters of credit issued to assure payment of such obligations);
(n) deposits to secure the performance of bids, trade contracts, solar incentive reservations, utility queue interconnection positions and leases (in each case not constituting Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(o) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar encumbrances affecting real property which, either individually or in the aggregate, would not reasonably be expected to (i) have a Material Adverse Effect, (ii) cause a substantial and prolonged interruption or disruption of the business activities of the Borrower and its Subsidiaries, considered as an entirety, as currently conducted or (iii) materially detract from the value of any material real property;
(p) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(q) leases or subleases granted to others not interfering in any material respect with the ordinary conduct of the business of the Company Borrower and its Subsidiaries, taken as a whole, and any interest or title of a lessor under any Subsidiary; andlease not in violation of this Agreement;
(gr) Liens arising from the rights of lessors under leases (including sale and leaseback transactions and financing statements regarding property subject to lease) not in violation of the requirements of this Agreement, provided that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor);
(s) rights of setoff imposed by Law upon deposit of cash or securities in favor of banks, securities intermediaries, commodities intermediaries, brokers or dealers incurred in the Senior Lenders arising ordinary course of business and accounts maintained with such banks, securities intermediaries, commodities intermediaries, brokers or dealers and the cash or securities in such accounts; (t) (A) Liens securing Indebtedness permitted under Section 7.03(f)(i); provided that such Liens do not at any time encumber any property other than the Credit Documents.property of the applicable Non-Recourse Subsidiary owing such Indebtedness and the Equity Interests in Non-Recourse Subsidiaries and (B) Liens securing Indebtedness permitted under Section 7.03(f)(ii) and 7.03(i); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
Appears in 1 contract
Samples: Credit Agreement (Sunedison, Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document or otherwise in favor of the Lender;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for taxes Taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or Liens for Taxes which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(c); provided, that, (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party or any Subsidiaryof its Subsidiaries with the Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(k) Liens arising out of judgments or awards not resulting in an Event of Default; provided, that, the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(l) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(m) Liens of a collection bank arising under Section 4–210 of the UCC on items in the course of collection; and
(gn) Liens Any zoning, building or similar laws or rights reserved to or vested in favor of the Senior Lenders arising under the Credit Documentsany Governmental Authority.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals, extensions or refinancings thereof, provided that the property covered thereby is not increased and any renewal, extension or refinancing of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, material men’s, repairmen’s or other like Liens arising in the ordinary course of business (such as which (i) Liens are not overdue for a period of carriersmore than 30 days, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types have been fully bonded off by bonding companies which are not Affiliates of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company AMS or any Subsidiary Subsidiary, or (and not created in contemplation of such acquisitioniii) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any Subsidiarytime encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired as of the date of acquisition;
(j) Liens arising from any operating lease in the ordinary course of business, provided that such Borrower or Subsidiary is the lessee under such lease, such lease is not a Synthetic Lease Obligation, such Liens attach only to the property leased under such lease, and such Liens secure only the obligations under such lease; and
(gk) other Liens on assets having a fair market value not exceeding $5,000,000 in favor of the Senior Lenders arising under the Credit Documentsaggregate, which Liens secure Indebtedness permitted by Section 7.03.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) landlords' and lessors' statutory Liens in respect of rent not in default;
(g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) Liens relating to real estate consisting of easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, do not interfering in any material respect materially interfere with the ordinary conduct of the business of the Company applicable Person;
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(j) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or any Subsidiaryfair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(gk) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and Permitted Investments, provided that such liens (a) attach only to such Investments and (b) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;
(l) security interests in favor of the issuer of any documentary letters of credit for the account of the Borrowers covering only the following: (i) any documentation presented in connection with a drawing under such letter of credit, (ii) all goods which are described in such documents or any such letter of credit, and (iii) the proceeds thereof;
(m) Liens in connection with any sale-leasebacks permitted by Section 7.13; provided that no such Lien shall extend to cover any property or asset of such Loan Party other than the lease entered into in connection with any such sale-leaseback;
(n) Liens in favor of a financial institution encumbering deposits (including the Senior Lenders arising under right of set-off) held by such financial institution in the Credit Documentsordinary course of its business and which are within the general parameters customary in the banking industry;
(o) Liens on the assets of any Guarantor in favor of B&N or any other Guarantor and Liens on assets of B&N in favor of any Guarantor; and
(p) Liens securing other permitted Indebtedness that does not exceed $25,000,000 in the aggregate in addition to those Liens permitted by Section 7.01(a) through (o).
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with SBA;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with SBA have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) leases or subleases granted to others not interfering in any material respect with the business of a Loan Party or any Subsidiaryof their Subsidiaries;
(j) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(k) Liens deemed to exist in connection with Investments in permitted repurchase agreements;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(m) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and
(gn) Liens in favor of sellers of goods to a Loan Party and any of its Subsidiaries arising under Article 2 of the Senior Lenders arising under Uniform Commercial Code or similar provisions of applicable law in the Credit Documentsordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses.
Appears in 1 contract
Samples: Credit Agreement (Fortress Investment Group Holdings LLC)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness of the Borrower or any SubsidiarySubsidiary permitted by Section 8.03(e); andprovided, that at the time of creation, assumption or incurrence of the Indebtedness secured by any such Lien and after giving effect thereto and the application of the proceeds thereof, no Default or Event of Default would exist;
(gj) Liens securing Indebtedness permitted by Section 8.03(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(k) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any of its Subsidiaries;
(l) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(p) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(q) Liens, if any, in favor of the Senior Lenders arising under Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); or
(r) Liens on receivables granted by any Subsidiary that is not a Loan Party in connection with any factoring agreement, provided that such factoring agreement is permitted by the Credit Documentsterms of Section 8.05.
Appears in 1 contract
Samples: Credit Agreement (Aegion Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on Lien, upon or with respect to any of its real or personal properties, assets or rights of whatsoever nature (whether now n ow owned or hereafter acquired), except:
(a) Liens for taxes or other governmental charges not at in favor of the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesBank securing the Loans hereunder;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics for taxes or assessments or other government charges or levies if not yet due and materialmen payable or if due and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or payable if they are being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesappropriate reserves are maintained in conformity with GAAP;
(c) Liens identified imposed by law, such as mechanic's, supplier's, materialmen's, landlord's, warehousemen's and carrier's Liens, and other similar Liens, securing obligations incurred in the attached "Liens Schedule"ordinary course of business which are not past due for more than 30 days, or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established;
(d) subject to the limitation set forth in Section 6.9(cLiens under workers' compensation unemployment insurance, social security or similar legislation (other than ERISA), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachmentseasements, appeal bondszoning restrictions, judgments rights-of-way, and other similar Liensrestrictions and encumbrances which, for sums in the aggregate, do not exceeding $1,000,000 arising materially interfere with the occupation, use and enjoyment by the Borrower of the property or assets encumbered thereby in connection with court proceedings, provided the execution normal course of its business or other enforcement materially impair the value of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproperty subject thereto;
(f) easementspurchase money Liens on any property heretofore or hereafter acquired or the assumption of any Lien on property existing at the time of such acquisition, rights of way, restrictions, minor defects or irregularities a Lien incurred in connection with any conditional sale or other title retention agreement or a Capital Lease or an operating lease; provided that such liens attach only to the property as acquired and other similar Liens do not interfering in extend to any material respect with the ordinary conduct additional property of the business of the Company or any SubsidiaryBorrower; and
(g) Liens in favor of existing on the Senior Lenders arising under the Credit Documentsdate hereof and described on Schedule 4.10 hereto.
Appears in 1 contract
Liens. NotIncur, and not permit any Subsidiary tocreate, create assume or permit to exist any Lien mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever (including conditional sales or other title retention agreements) on any of its real property or personal properties, other assets or rights of whatsoever nature (whether now owned or hereafter acquired)acquired by Tenant, exceptincluding, but not limited to, Tenant's leasehold interest under this Lease and Tenant's Personal Property, other than:
(ai) Liens deposits or pledges to secure payment of workmen's compensation, unemployment insurance, old age pensions or other social security;
(ii) liens for taxes or assessments or other governmental charges or levies if not at the time delinquent yet due and payable, or thereafter payable without penalty or being contested if in good faith being contested or litigated, provided that a reserve against such taxes, assessments, charges and levies deemed adequate by appropriate proceedings andLandlord shall be maintained and Tenant shall furnish security reasonably satisfactory to Landlord for the payment of such taxes, in each caseassessments, for which it maintains adequate reservescharges and levies;
(biii) Liens arising liens in the ordinary course favor of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) Landlord or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;NHI; 63 70
(civ) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose payment of financing all or any part not more than 75% of the cost purchase price of acquiring such any item of personal property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(ev) attachments, appeal bonds, security interests in accounts receivable under working capital lines of credit securing indebtedness not exceeding 80% of the net book value of such accounts receivable;
(vi) judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedingsliens, provided that the execution or other enforcement of such Liens liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings in accordance with the requirements of this Lease;
(fvii) easementsliens constituting renewals, rights extensions or replacements of wayliens described in the foregoing clauses, restrictionsbut only, minor defects in the case of each such renewal, extension or irregularities in title and other similar Liens not interfering in any material respect with replacement lien, to the ordinary conduct extent of the business principal amount of the Company obligation so secured at the time of the extension, renewal or any Subsidiaryreplacement, and to the extent that such renewal, extension or replacement lien is limited to all or part of the property that secured the lien extended, renewed or replaced; and
(gviii) Liens liens being, contested in favor accordance with the provisions of the Senior Lenders arising under the Credit DocumentsArticle XIII.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not materially changed, (ii) the principal amount secured or benefited thereby is not increased, and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens in existence less than 120 days from the date of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred creation thereof in connection with worker's compensation, unemployment compensation and other types respect of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums obligations which are not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person (provided such Lien shall no longer be permitted immediately upon the commencement of proceedings to foreclose any Lien if such Lien secures any material amount, or the foreclosure of such Lien could reasonably be expected to have a Material Adverse Effect);
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title zoning restrictions and other similar encumbrances affecting real property provided that none of such Liens not interfering (A) interferes materially with the use of the property affected in any material respect with the ordinary conduct of the business of the Company Borrower and its Subsidiaries, and (B) individually or any Subsidiary; andin the aggregate have a Material Adverse Effect;
(gh) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) Liens in favor of the Senior Lenders arising under Borrower on all or part of the Credit Documentsassets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; and
(k) Liens consisting of cash collateral deposited with the issuer of any letter of credit permitted pursuant to Section 7.03(j).
Appears in 1 contract
Samples: Credit Agreement (Keane Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:other than the following ("Permitted Liens"):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed and (ii) the amount secured or benefited thereby is not increased;
(c) Liens for taxes Taxes, fees, assessments or other governmental charges which are not at the time delinquent or thereafter overdue by more than 30 days or, if more than 30 days overdue, (i) remain payable without penalty or penalty, (ii) which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for accordance with GAAP or (iii) with respect to which it maintains adequate reservesin the aggregate the failure to make payment could not reasonably be expected to have a Material Adverse Effect;
(bd) Statutory liens of landlords, warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums that secure amounts that are not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or servicesmore than 30 days or, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c)if more than 30 days overdue, (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of with respect to which no action has been taken to enforce such acquisition) and Lien, (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby which are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person or (iii) with respect to which in the aggregate the failure to make payment could not reasonably be expected to have a Material Adverse Effect;
(i) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA (ii) pledges and deposits in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies, in each case payable to insurance carriers that provide insurance to the US Borrower or any of its Subsidiaries or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by the U.S. Borrower or any of its Subsidiaries to support the payments of the items set forth in clauses (i) and (ii) of this Section 7.01(e);
(f) deposits made and letters of credit issued to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; provided that all such liens and letters of credit in the aggregate would not (even if enforced, or, in the case of letters of credit, fully drawn) cause a Material Adverse Effect;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title encroachments, protrusions and other similar encumbrances and minor title defects affecting real property that do not secure Indebtedness incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially and adversely affect the use of the property subject thereto for its intended purpose;
(h) Liens securing judgments for the payment of money not interfering constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(e) (including, without limitation, over any property acquired pursuant to the Xxxxxx/Xxxxx Acquisitions); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness or, if applicable, subject to such Capitalized Lease and the proceeds and product thereof and accessions thereto, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) individual financings of one lender may be cross-collateralized to other financings of the same type of equipment provided by such lender;
(j) other Liens securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed $15,000,000; provided that any such Liens that extends to or covers any Collateral shall not secure Indebtedness or other obligations in an aggregate principal amount greater than $10 million;
(k) the replacement, extension or renewal of any Lien permitted by subsections (b), (i) and (j) of this Section 7.01 above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount (including interest and fees) or change in any direct or contingent obligor) of the Indebtedness secured thereby.
(l) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution, provided that such deposit account is not intended by the U.S. Borrower or any Subsidiary to provide collateral to the depository institution;
(m) Liens relating to IRB Debt permitted by Section 7.02(j) covering only those capital improvements financed by such IRB Debt;
(n) Liens on property of any Subsidiary in favor of the U.S. Borrower or any other Subsidiary, provided that any such Lien shall be subordinated to any Lien of the Administrative Agent on the applicable property pursuant to documentation in form and substance reasonably acceptable to the Administrative Agent;
(o) Liens on property of Remington Products Australia, Remington Consumer Products (Ireland) Limited and Remington Products New Zealand Ltd securing Indebtedness of such Subsidiary that is permitted under the provisions of Section 7.02; and
(p) Liens on property of any Foreign Subsidiary (other than any Subsidiary Borrower) securing Indebtedness of such Foreign Subsidiary permitted under the provisions of Section 7.02(g); provided that no such Lien shall extend to or cover any Collateral.
(i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (x) interfere in any material respect with the ordinary conduct of the business of the Company U.S. Borrower or any Subsidiary; andof its material Subsidiaries or (y) secure any Indebtedness for borrowed money or (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the U.S. Borrower or any of its Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(gr) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Senior Lenders importation of goods in the ordinary course of business;
(s) Liens (i) of a collection bank arising under Section 4-210 of the Credit DocumentsUniform Commercial Code on items in the course of collection and (ii) of a commodity intermediary attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes; provided that such accounts or are not intended by the U.S. Borrower or any Subsidiary to provide collateral to the commodity intermediary;
(t) Liens (i) in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.03(h), (i) and (j) to be applied against the purchase price for such Investment, (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien and (iii) xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement entered into in connection with an Investment permitted under Section 7.03;
(u) Liens existing on the property of any Person that becomes a Subsidiary (or is merged into or consolidated with any of the Subsidiaries of the Borrowers), in each case after the date hereof (other than Liens on the Equity Interests of any Person that 138 becomes a Subsidiary) and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, 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), (ii) such Lien was not created in anticipation of such merger or consolidation and (iii) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extensions thereof) is permitted under Section 7.02(p);
(v) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the U.S. Borrower or any of its Subsidiaries in the ordinary course of business not prohibited by this Agreement;
(w) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.03; and
(x) Liens that are contractual rights of set-off (i) relating to pooled deposit or sweep accounts of the Borrowers or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of a Borrower and its Subsidiaries or (ii) relating to agreements entered into with customers of the Borrowers or any Subsidiary in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Rayovac Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservespursuant to any Loan Document;
(b) Liens arising in existing on the ordinary course of business (such as date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) Liens of carriersthe property covered thereby is not changed, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with worker's compensationrespect thereto is not changed, unemployment compensation and other types (iv) any renewal or extension of social security (excluding Liens arising under ERISA) the obligations secured or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith benefited thereby is permitted by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesSection 7.03(b);
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company for taxes not yet due or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby which are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens imposed by law in respect of property of the Borrower or any Subsidiary, arising in the ordinary course of business, and (i) which do not secure Indebtedness for borrowed money, (ii) which do not in the aggregate materially detract from the value of such property and do not materially impair the use thereof in the operation of the business of the Borrower and its Subsidiaries, and (iii) which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property, and lessor's or lessee's liens in respect of real property or personal property leases entered into by the Borrower or any Subsidiary in the ordinary course of business and covering only assets located at or constituting a part of the property so leased, which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any Subsidiaryapplicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); and
(gi) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) conditional mortgages and other similar Liens entered into by the Borrower or a Subsidiary in favor of their clients in the Senior Lenders ordinary course of business to secure the performance by the Borrower or such Subsidiary of their respective contractual obligations arising under from client sponsor transition of assets, client prepayments or client funding of construction and/or operating expenses; provided that in each case (i) any such Lien does not at any time encumber any property other than the Credit Documentsproperty that is the subject of such contractual obligations, (ii) any such Lien secures only the obligations of the Borrower or such Subsidiary to the corresponding client in connection with such contractual obligations and (iii) any such client's recourse in respect of such contractual obligations is limited solely to the property subject to such Lien and such client does not have any other recourse to the Borrower, any Subsidiary or any of their properties in respect of any deficiency; and
(k) additional Liens securing Indebtedness of the Borrower or any Subsidiary up to but not exceeding $5,000,000 in the aggregate at any time.
Appears in 1 contract
Samples: Credit Agreement (Bright Horizons Family Solutions Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness of the Borrower or any SubsidiarySubsidiary permitted by Section 8.03(e); andprovided, that at the time of creation, assumption or incurrence of the Indebtedness secured by any such Lien and after giving effect thereto and the application of the proceeds thereof, no Default or Event of Default would exist;
(gj) Liens securing Indebtedness permitted by Section 8.03(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(k) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any of its Subsidiaries;
(l) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(p) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(q) Liens, if any, in favor of the Senior Lenders arising under Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); or
(r) Liens on receivables granted by any Subsidiary that is not a Loan Party in connection with any factoring agreement, provided that such factoring agreement is permitted by the Credit Documentsterms of Section 8.05.
Appears in 1 contract
Samples: Credit Agreement (Aegion Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01
(h) or securing appeal or other surety bonds related to such judgments;
(i) Purchase money mortgages or purchase money security interests, Liens securing industrial revenue bonds, conditional sale arrangements and other similar security interests, on property or assets acquired by any Borrower or any SubsidiarySubsidiary of any Borrower simultaneously (hereinafter referred to individually as a “Purchase Money Security Interest”) or replacements thereof, upon incurring Indebtedness the proceeds of which are used to acquire such property or asset; provided, however, that:
(i) The transaction in which any Purchase Money Security Interest is proposed to be created is not then prohibited by this Agreement;
(ii) Any Purchase Money Security Interest shall attach only to the property or asset so acquired in such transaction or any addition thereto or replacement thereof and shall not extend to or cover any other assets or properties of any Borrower or any of their respective Subsidiaries; and
(giii) The Indebtedness secured or covered by any Purchase Money Security Interest together with any other Indebtedness secured by the property or asset acquired shall not exceed 100% of the lesser of the cost or fair market value of the property or asset acquired and shall not be renewed, extended or prepaid from the proceeds of any borrowing by any Borrower or any of their respective Subsidiaries;
(j) Liens in favor of customers for amounts paid to any Borrower or any Subsidiary of any Borrower as progress payments;
(k) Liens to secure non recourse Indebtedness, subject to the Senior Lenders arising under restrictions set forth in Section 7.03; and
(l) Liens to secure Deemed Debt; provided that, such Liens are limited to the Credit Documentsaccounts receivable and/or inventory financed in connection with the incurring of such Deemed Debt.
Appears in 1 contract
Liens. Not, and not permit any Subsidiary to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing in existence on property at the time Effective Date securing the obligations of the acquisition thereof by the Company or any Subsidiary of its Subsidiaries with respect to Secured Debt permitted by clause (and not created in contemplation a) of such acquisition) Section 10.7 and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose obligations of financing all the Company or any part of its Subsidiaries with respect to Secured Debt permitted by clauses (b), (d) and (f) of Section 10.7; it being understood that Liens with respect to Debt incurred pursuant to clause (d) of Section 10.7 may also secure the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredSenior Notes;
(ed) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 500,000 arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(fe) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary;
(f) cash collateral pledged to secure (I) obligations of the Company or any Subsidiary in respect of performance, closure and post-closure liabilities relating to landfills or similar operations of the Company or such Subsidiary (including amounts deposited in trust accounts or escrow accounts for such purpose) or obligations of the Company or any Subsidiary in respect of bonds related directly to such liabilities, provided that the liabilities of the Company and its Subsidiaries in connection with any such bonds (other than in respect of such cash collateral) shall be subordinated to the obligations of the Company hereunder in a manner approved in writing by the Required Banks and the aggregate amount of (x) all cash collateral pledged in respect of such obligations plus (y) all Investments made by the Company and its Subsidiaries in the Insurance Subsidiary shall not at any time exceed $15,000,000, or (II) obligations under letters of credit permitted by Section 10.7;
(g) the Lien created in favor of the Trustee (as defined below) pursuant to Section 5.01 of the Trust Indenture (the "Indenture"), dated as of April 1, 1995, between the Michigan Strategic Fund and The First National Bank of Boston, as Trustee (the "Trustee"), with respect to moneys held in the Project Fund (as defined in the Indenture);
(h) Liens securing contingent indebtedness to the Michigan Department of Natural Resources ("DNR") arising in connection with grants made by DNR to the Company or any Subsidiary to purchase equipment or to finance improvements on real estate; provided that (i) the original cost of all such equipment and improvements shall not exceed $2,500,000 and (ii) such Liens shall attach only to the equipment acquired or the improvements made with the proceeds of such grants; and
(gi) Liens in favor on the stock of, or other ownership interests of the Senior Lenders arising under Company or any of its Subsidiaries in, any Methane Disposal Subsidiary; it being understood that any such Lien shall be permitted even if such Subsidiary no longer qualifies as a Methane Disposal Subsidiary so long as the Credit Documentsonly recourse to the Company or any other Subsidiary for the Debt of such Subsidiary is limited to the Lien on the stock or other ownership interest of such Subsidiary.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned (but not leased) or hereafter acquiredacquired (but not leased), exceptother than the following:
(a) Liens existing as of the First Amendment Effective Date, that are listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not changed and the amount not increased or the direct or any contingent obligor changed and if such Lien is a Lien securing Priority Debt, any renewal or extension of the obligations secured or benefited thereby is not prohibited by Section 8.03;
(b) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bc) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings and not involving any deposits or advances or borrowed money or diligently conducted, if adequate reserves with respect thereto are maintained on the deferred purchase price books of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule"applicable Person;
(d) subject pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(e) deposits to secure the limitation set forth in Section 6.9(cperformance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(f) easements, rights-of-way, zoning restrictions, other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments;
(h) Liens on or transfers of accounts receivable and contracts, and instruments and other assets related thereto arising in connection with the sale of such accounts receivable pursuant to Section 8.05(g);
(i) Liens existing on property at the time securing any Indebtedness of the acquisition thereof Borrower and its Subsidiaries that is not prohibited by Section 8.03;
(j) Liens, if any, in favor of the Company L/C Issuer (as defined in the Existing Revolving Credit Agreement) and/or the Swing Line Lender (as defined in the Existing Revolving Credit Agreement) to Cash Collateralize (as defined in the Existing Revolving Credit Agreement) or any Subsidiary otherwise secure the obligations of a Defaulting Lender (and not created as defined in contemplation of such acquisitionthe Existing Revolving Credit Agreement) and to fund risk participations thereunder;
(iik) Liens that constitute purchase money security interests securing Indebtedness of a Subsidiary owing to any Loan Party;
(l) Liens on any property securing debt owned by the Borrower or any Subsidiary, in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days construction of the acquisition thereof and such Lien attaches solely property subject to the property so acquiredLien;
(em) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided Liens incidental to the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company Borrower’s or any Subsidiary’s business or the ownership of such entity’s assets which (i) do not secure Indebtedness and (ii) do not in the aggregate materially detract from the value of the assets of the Borrower and its Subsidiaries, taken as a whole, or materially impact the use thereof in the operation of such entity’s business; and
(gn) Liens pledges or deposits to secure public or statutory obligations or to secure performance in favor connection with tenders, leases of real property, or bids of contracts and pledges or deposits made in the Senior Lenders arising under the Credit Documentsordinary course of business for similar purposes.
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and any renewals, replacements, or extensions thereof; provided that the property covered thereby is not changed and the obligations secured thereby are not increased in connection therewith except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such renewal, replacement, or extension and by an amount equal to any existing commitments unutilized in connection with such obligations;
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, and as required under insurance Laws or by insurance regulators, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Consolidated Funded Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens arising by virtue of any contractual, statutory or any Subsidiarycommon law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(j) Liens securing Consolidated Funded Indebtedness permitted under Section 7.02 consisting of capital lease obligations, Synthetic Lease Obligations and purchase money indebtedness;
(k) Liens securing Consolidated Funded Indebtedness permitted under Section 7.02(c); and
(gl) other Liens in favor securing Consolidated Funded Indebtedness or other obligations; provided that the aggregate amount of such Consolidated Funded Indebtedness or other obligations at any time outstanding does not exceed the Senior Lenders arising under the Credit DocumentsThreshold Amount.
Appears in 1 contract
Samples: Credit Agreement (Philadelphia Consolidated Holding Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:other than the following (collectively, the "Permitted Liens"):
(a) Liens securing the Obligations pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals, replacements or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord’s, operator's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums amounts which are not overdue for a period of more than ninety (90) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title surface leases and other similar Liens rights in respect of surface operations, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and are customary and usual in the oil and gas industry, and which do not in any material respect case materially detract from the value or operation of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h);
(i) contracts, agreements, lease provisions, defects and irregularities which were in effect when the properties were acquired and which were not such as to materially interfere with the operation, value or use thereof;
(j) royalties, overriding royalties, reversionary interests, production payments and similar lease burdens which are granted in the ordinary course of business in the oil and gas industry and which are deducted in the calculation of discounted present value in the Reserve Reports delivered to Lender hereunder;
(k) sale contracts, joint operating agreements, or other arrangements for the exploration, development, production, transportation, gathering, processing or sale of hydrocarbons which would not (when considered cumulatively with the matters discussed in clause (j) immediately preceding) deprive Borrower of any material right in respect of Borrower's assets or properties;
(l) Gas Balancing Agreements; provided that the amount of all gas imbalances known to any Responsible Officer of a Loan Party and the amount of all production which has been paid for but not delivered shall have been disclosed or otherwise taken into account in the Reserve Reports delivered to the Lender hereunder;
(m) Liens to secure plugging and abandonment obligations;
(n) Liens expressly permitted by the Collateral Documents;
(o) Liens arising from Uniform Commercial Code financing statements that are solely precautionary regarding permitted leases and cover only the assets thus leased;
(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Borrower or any Subsidiaryof its Subsidiaries in the ordinary course of business, provided that such transactions are otherwise permitted hereunder;
(q) Liens solely on any xxxx xxxxxxx money deposits made by Borrower or any of its Subsidiaries under escrow or similar arrangements in connection with any letter of intent or purchase agreement permitted hereunder;
(r) Liens consisting of an agreement to dispose of any asset, provided that such disposition would be permitted hereunder and such Lien solely attaches to such asset; and
(gs) Liens in favor of securing the Senior Lenders obligations arising under the Credit Documentsany Swap Contract with an Approved Swap Counterparty.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, or upon the income or profits thereof, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, provided that (i) adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, (ii) the Lien shall not be senior to Administrative Agent’s security interests in the Collateral and (iii) a stay of enforcement of any such Lien shall be in effect;
(c) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases or other governmental charges similar title exceptions affecting real property which do not in the aggregate materially detract from the value of the real property WEST\275206959.13 or materially interfere with their use in the ordinary course of the business of Borrower or its Subsidiaries;
(d) Liens existing on the date hereof and listed on Schedule 8.01 of the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(e) Liens against security deposits under leases entered into in the ordinary course of business;
(f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation applicable to Borrower and its Subsidiaries, other than any Lien imposed by ERISA;
(g) Liens relating to statutory obligations of Borrower with respect to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) other Liens securing Indebtedness which does not exceed the Threshold Amount in the aggregate at any one time;
(i) Liens on equipment securing Indebtedness permitted under clause (c) of Section 8.03 granted in connection with the time delinquent acquisition of such equipment by Borrower after the date hereof (including, without limitation, pursuant to Capital Leases); provided, however, that (i) each such Lien shall attach only to the equipment acquired with the Indebtedness secured thereby, and the proceeds and products thereof, and (ii) the Indebtedness secured thereby does not exceed the cost or thereafter payable without penalty fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) Liens which constitute rights of setoff of a customary nature or Liens with respect to deposit or investment accounts provided that such liens only secure customary fees associated with such accounts;
(k) leases or subleases of property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property granted in the ordinary course of business;
(l) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default, which is currently being contested in good faith by appropriate proceedings andproceedings, in each caseprovided that, for which it maintains adequate reserves;reserves have been set aside (to the extent required by GAAP) and no material property is subject to a material impending risk of loss or forfeiture; and WEST\275206959.13
(bm) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easementsproceedings diligently conducted, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material if adequate reserves with respect with thereto are maintained on the ordinary conduct books of the business of the Company or any Subsidiary; and
(g) Liens in favor of the Senior Lenders arising under the Credit Documentsapplicable Person.
Appears in 1 contract
Samples: Credit Agreement (Wageworks, Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); 63
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens consisting of deposits made by an Insurance Subsidiary with the Insurance Regulatory Authority in its jurisdiction of domicile or other statutory Liens or claims imposed or required by applicable insurance Law or regulation against the assets of any Insurance Subsidiary, in each case in favor of all policyholders of such Insurance Subsidiary and in the ordinary course of such Insurance Subsidiary's business;
(j) any Lien existing on property of a Person immediately prior to its being consolidated with or merged into the Borrower or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any property acquired by the Borrower or any Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person's becoming a Subsidiary or such acquisition of property;
(k) Liens entered into in the ordinary course of business of a Subsidiary's reinsurance business with respect to trust agreements; and
(gl) Liens (other than Liens specified in favor clauses (a) through (k) above) on other than stock of any Insurance Subsidiary securing other Obligations of the Senior Lenders arising under the Credit DocumentsBorrower and its Subsidiaries not to exceed $10,000,000 in aggregate at any one time outstanding.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights revenues (in each case, other than margin stock (within the meaning of whatsoever nature (Regulation U issued by the FRB)), whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days after receipt of notice thereof or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) Liens securing Indebtedness permitted under Section 7.03(h)(i)(A); provided that such Liens do not at any Subsidiarytime encumber any property (including assets or Equity Interests) other than property acquired as part of a Permitted Acquisition;
(k) Liens arising from or related to precautionary UCC or like personal property financing statements filed in connection with any lease of inventory; and
(gl) bankers’ Liens, rights of setoff and other similar Liens existing on property on deposit in favor of the Senior Lenders arising under the Credit Documentsone or more accounts maintained by such Loan Party.
Appears in 1 contract
Samples: Credit Agreement (McGrath Rentcorp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:other than the following (with such Liens described below being referred to herein as "Permitted Liens"):
(a) (i) Liens securing Senior Indebtedness; and (ii) Liens securing any Indebtedness ranking junior in right of payment to the Senior Indebtedness, solely to the extent that the Loan Parties make effective provision for taxes or securing the Senior Subordinated Loans and all other governmental charges not at the time delinquent or thereafter payable without penalty or being contested Senior Subordinated Obligations equally and ratably with such Indebtedness referred to in good faith by appropriate proceedings andthis clause (ii) or, in each casethe event such Indebtedness is Subordinated Indebtedness, prior to such Indebtedness, as to such property or assets for which it maintains adequate reservesso long as such Indebtedness shall be so secured;
(b) Liens existing on the date hereof and described on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes, fees, assessments or other governmental charges, not yet due or which are not delinquent or remain payable without penalty, or to the extent non-payment thereof is permitted by Section 6.04; provided that no notice of lien has been filed or recorded under the Code;
(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) which are not delinquent or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto and for which adequate reserves with respect thereto are maintained on the books of the applicable person in accordance with GAAP;
(e) Liens, including pledges or deposits made by any Consolidated Party, in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation;
(f) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title survey exceptions, reservations, licenses and other similar Liens encumbrances affecting real property of any Loan Party or any of their Restricted Subsidiaries incurred in the ordinary course of business which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any Subsidiary; andapplicable Person;
(g) Permitted Encumbrances (as defined in any mortgage securing the Senior Facilities);
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 7.03(f);
(j) Liens on property of a Restricted Subsidiary Acquired by a Consolidated Borrower Party after the Closing Date in a Permitted Acquisition or Permitted Asset Exchange; provided, however, that (i) such Liens were not created in contemplation of such Acquisition, (ii) if such Acquisition is effected by a merger or consolidation with an existing Consolidated Borrower Party, such Liens do not encumber any assets or property previously owned by such Consolidated Borrower Party and (iii) if such Liens secure any Indebtedness, such Indebtedness is otherwise permitted under Section 7.03(g);
(k) leases and subleases of Real Property Assets of a Consolidated Party which do not materially interfere with the ordinary conduct of the business of such Consolidated Party;
(l) Liens arising solely by virtue of any statutory or common law provisions relating to banker's Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution;
(m) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by any Consolidated Borrower Party in the ordinary course of business;
(n) Liens securing the performance of, or payment in respect of, leases, bids, tenders, government contracts (other than for the repayment of borrowed money), surety, performance and other obligations of a similar nature incurred in the ordinary course of business;
(o) Liens in favor of customs and revenue authorities arising as a matter of law or pursuant to a bond to secure payment of customs duties in connection with the importation of goods; and
(p) Liens arising by virtue of statute in favor of any holder of Senior Lenders arising under Indebtedness in respect of the Credit DocumentsInvestment of the Loan Parties in non-voting participation certificates of such holder permitted pursuant to Section 7.02(b).
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Valor Communications Group Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document securing the Obligations;
(b) Liens existing on the Restatement Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the property covered thereby is not changed (except for replacements and accessions to such property and additions that do not increase the value of such property in any material respect), (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby, to the extent constituting Indebtedness, is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) Liens in respect of property or assets of Holdings or any of its Subsidiaries imposed by law and which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money (such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (ibusiness) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) in the case of Liens securing purchase money Indebtedness and Capital Leases, (A) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness, and (B) the Indebtedness secured thereby does not exceed the cost or fair market value of the property, whichever is lower, being acquired on the date of acquisition, improvements thereto and related expenses; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms and (ii) with respect to any Liens existing on any property or asset prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary in connection with a Permitted Acquisition, such Lien (x) is not created in connection with such acquisition or such Person becoming a Subsidiary, as the case may be and (y) shall not encumber any other property or assets of any Borrower or any Subsidiary; and;
(gj) precautionary filings in respect of operating leases; and leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of any Borrower or any Subsidiary or (ii) secure any Indebtedness;
(k) other Liens securing obligations the aggregate amount of which does not exceed the greater of (x) $50,000,000 and (y) 2.00% of Consolidated Total Assets;
(l) Liens on property of Foreign Subsidiaries organized in jurisdictions other than any jurisdiction in which a Borrower is organized securing Indebtedness of such Foreign Subsidiaries permitted by Section 7.03(g), the proceeds of which indebtedness are used for such Foreign Subsidiaries’ working capital purposes;
(m) Liens arising in connection with a Qualified Receivables Transaction on Receivables Program Assets permitted to be Disposed of pursuant to Section 7.05(l) securing Receivables Program Obligations permitted by Section 7.03(j);
(n) Liens in favor of custom and revenue authorities arising as a matter of law to secure payment of non-delinquent customs duties in connection with the Senior Lenders importation of goods;
(o) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of letters of credit and bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(p) Liens arising out of conditional sale, consignment, title retention or similar arrangements for the sale of goods entered into by any Borrower or any of its Subsidiaries in the ordinary course of business;
(q) Liens (i) of a collection bank arising under Section 4-210 of the Credit DocumentsUniform Commercial Code on items in the course of collection; (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off and banker’s liens) and which are within the general parameters customary in the banking industry;
(r) deposits made in the ordinary course of business to secure liability to insurance carriers;
(s) non-exclusive licenses for the use of intellectual property entered into in the ordinary course of business;
(t) Liens on Cash Collateral granted in favor of any Lenders and/or the L/C Issuer created as a result of any requirement or option to Cash Collateralize pursuant to this Agreement;
(u) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Borrower or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of any Borrower or any of its Subsidiaries in the ordinary course of business;
(v) Liens encumbering customary initial and margin deposits in respect of foreign exchange accounts maintained in the ordinary course of business, similar Liens attaching to foreign exchange accounts maintained in the ordinary course of business and Liens on cash and Cash Equivalents to secure Swap Contracts; provided that (x) any account subject to a Lien described above in this paragraph (v) may only contain deposits for the purposes described above and (y) unless otherwise agreed to by the Administrative Agent or the Required Lenders, neither Holdings nor any of its Subsidiaries shall deposit additional amounts into any account as described above at any time while a Default or any Event of Default exists;
(w) Liens incurred in connection with permitted insurance premium financing;
(x) Liens securing Indebtedness permitted pursuant to Section 7.03(r) so long as such Liens do not extend to any other asset other than those so encumbered at the time of consummation of the applicable Permitted Acquisitions (except for replacements and accessions to such property and additions that do not increase the value of such property in any material respect);
(y) Liens on assets of a Subsidiary that is not a Loan Party in favor of a Subsidiary that is not a Loan Party; and
(z) Liens securing judgments for the Specified Brazilian Tax Payment or securing appeal or other surety bonds related to such judgments to the extent such Liens are on assets of Tilibra or another Subsidiary organized under the laws of Brazil.
Appears in 1 contract
Samples: Credit Agreement (ACCO BRANDS Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes or other governmental charges not at the time yet delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of exceptions, reservations, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially burden or impair the fair market value or use of such real property for the purposes for which it is or could reasonably be expected to be held or used;
(h) easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially burden or impair the fair market value or use of such real property for the purposes for which it is or could reasonably be expected to be held or used
(i) minor defects or and irregularities in title to any real property which, in the aggregate, are not substantial in amount, and other similar Liens which do not interfering in any material respect with case materially burden or impair the fair market value or use of such real property for the purposes for which it is or could reasonably be expected to be held or used;
(j) present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, use, or enjoyment of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially burden or impair the fair market value or use of such real property for the purposes for which it is or could reasonably be expected to be held or used;
(k) rights of tenants under leases and rental agreements covering real property entered into in the ordinary conduct course of the business of the Company or any Subsidiary; andPerson owning such real property;
(gl) Liens resulting from deposits to secure bids made with respect to, or performance of, contracts (other than contracts creating or evidencing an extension of credit to the depositor or otherwise for the payment of Indebtedness) incurred in the ordinary course of business;
(m) Liens in favor of banking institutions arising as a matter of law and encumbering the Senior Lenders deposits (including any right of offset or statutory bankers’ lien) maintained by such banking institutions in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such Lien, right of offset or bankers’ lien;
(n) precautionary UCC financing statements not evidencing the grant of a Lien arising in connection with operating leases entered into by Borrower or another Loan Party in the ordinary course of business;
(o) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(i); and
(p) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the Credit Documentsproperty financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition.
Appears in 1 contract
Liens. NotThe Borrower shall not, and shall not permit any Subsidiary to, create create, incur, assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;
(c) Liens for taxes Taxes or other governmental charges unpaid utilities not at the time delinquent yet due or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, landlords’, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(i) Liens securing purchase money obligations of the Borrower or Subsidiaries of the Borrower, for fixed or capital assets acquired after the Closing Date, or capital lease obligations of the Borrower or Subsidiaries of the Borrower, provided that, with respect to Liens securing such purchase money or capital lease obligations, (A) such Liens do not at any time encumber any property other than the property financed or leased by such Indebtedness, (B) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (C) such Liens attach to such property concurrently with or within 90 days after the acquisition thereof, and (ii) Liens securing any refinancing of such Indebtedness, provided that such Liens do not extend to additional property and the amount of the Indebtedness is not increased; and provided further that the aggregate outstanding principal amount of such Indebtedness described in this clause (h) shall not exceed $50,000,000 at any time;
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(j) Liens arising in the ordinary course of business (under Oil and Gas Agreements to secure compliance with such as (i) Liens of carriersagreements, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred provided that any such Lien referred to in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) this clause are for claims which are not delinquent or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or which are being contested in good faith by appropriate proceedings action and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesreserves have been maintained in accordance with GAAP, and provided, further, that any such Lien referred to in this clause does not materially impair the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any Subsidiary or materially impair the value of such property subject thereto, and provided, further, that such Liens are limited to property that is the subject of the relevant Oil and Gas Agreement and any proceeds thereof;
(ck) Liens identified created or incurred after the Closing Date existing (x) on assets at the time of acquisition thereof or (y) at the time of acquisition or purchase by the Borrower or any of its Subsidiaries of any business entity then owning such assets, so long as such Liens were not incurred, extended or renewed in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), contemplation of such acquisition or purchase; provided that (i) the Liens existing shall attach solely to the assets acquired or purchased, (ii) such Lien shall not apply to any other Property of the Borrower or any of its Subsidiaries, (iii) such Lien shall secure only those obligations and liabilities, and only such amounts, that it secures on property the date of such acquisition and (iv) at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation assumption of such acquisition) debt and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose after giving effect thereto, no Default or Event of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquiredDefault would exist;
(el) attachments, appeal bonds, judgments and other similar Liens incurred in the ordinary course of business that constitute banker's Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of wayset-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution, restrictions, minor defects whether arising by operation of law or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiarypursuant to contract; and
(gm) Liens in favor not otherwise permitted by this Section 7.01; provided that the aggregate outstanding principal amount of Priority Debt at the Senior Lenders arising time of and after giving effect to such Lien under this clause, shall not exceed the Credit Documentsgreater of (x) $500,000,000 and (y) 15% of Consolidated Net Tangible Assets.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.1 and any renewals or extensions thereof, provided that the property covered thereby is not changed, and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.3(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts, utilities and leases (other than Indebtedness or synthetic leases), statutory obligations, surety and appeal bonds, performance bonds, customs bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances and minor defects of title affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(h);
(i) Liens securing Indebtedness permitted under Section 7.3(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) any interest or title of a licensor, lessor, or sublessor under any license or lease and any interest or title of a licensee, lessee, or sublessee under any license, cross-license or lease in any event entered into in the ordinary course of business and not otherwise prohibited by the terms of the Loan Documents;
(k) Liens against fixed assets arising from precautionary UCC financing statement filings regarding operating leases entered into by such Person in the ordinary course of business;
(l) nonconsensual Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the ordinary course of business;
(m) Liens on property existing at the time of acquisition thereof by the Parent, the Borrower or any Subsidiary or on property of a Person existing at the time such Person is acquired by, merged with or into or consolidated with Parent, Borrower or any Subsidiary; andprovided, that (i) such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation, (ii) such Liens do not extend to any other property or assets, and (iii) the Indebtedness secured thereby is permitted under Section 7.3(h), (i) or (j);
(gn) Liens in favor of a Loan Party;
(o) other Liens securing Indebtedness and other obligations permitted under this Agreement, including Section 7.3(j), which Indebtedness and other obligations shall not exceed $15,000,000 in the Senior Lenders arising aggregate at any time outstanding;
(p) Liens on the Equity Interests of any non-wholly owned Subsidiary of any Loan Party or Liens on the Equity Interests of any other Investment in favor of Joint Venture co-venturers, in each case solely to secure customary call obligations or similar obligations set forth in such Subsidiary’s organizational documents or any related joint venture or similar agreement;
(q) extensions, renewals or replacements, in whole or in part, of any Liens referred to in the foregoing clauses (b), (i) and (m); provided that (i) such Lien does not extend to any additional property, (ii) the renewal, extension or refinancing of the obligations secured by such Lien is permitted by Section 7.3, and (iii) the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness, plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement; and
(r) (i) Liens securing upfront margin and termination value of the trade under Swap Contracts to the Credit Documentsextent such Swap Contracts are with a Lender and are otherwise permitted under Section 7.3(d); provided that such Liens secure the Obligations on an equal and ratable basis with such Swap Contracts; and (ii) Liens on up to $20,000,000 of Cash Equivalent Investments securing upfront margin and termination value of the trade under Swap Contracts to the extent such Swap Contracts are with a Lender and are otherwise permitted under Section 7.3(d). For the avoidance of doubt, any issued and outstanding common stock of the Parent repurchased by the Parent is not deemed to be any property or asset of the Parent for purposes of this Section 7.1, and, therefore, is not subject to the restrictions contained in this Section 7.1.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Funding Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or other governmental charges or levies not at yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the time delinquent books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or thereafter pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable without penalty or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves determined in accordance with GAAP have been established;
(be) Liens arising pledges or deposits in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security (excluding Liens arising under legislation, other than any Lien imposed by ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(j) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiaryof its Subsidiaries;
(k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(m) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(n) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(o) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a);
(p) Liens on IP Rights to the extent (x) such Liens arise from licenses or sublicenses thereof entered into in the ordinary course of business of the Borrower or any Subsidiary and (y) such licenses or sublicenses do not, in the aggregate, materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries;
(q) Liens not otherwise permitted hereunder securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding; and
(gr) Liens in favor prior to the funding of the Senior Lenders arising under Loans on the Funding Date only, Liens securing the Existing Credit DocumentsAgreements.
Appears in 1 contract
Samples: Credit Agreement (Lifelock, Inc.)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:except for the following (the “Permitted Liens”):
(a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservespursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof; provided, that: (i) the property covered thereby is not materially changed; (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b); and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for Taxes which are not overdue for more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, operators’, drillers’ or other like Liens and Liens to secure claims for labor, material or supplies, in each case arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted; provided, that, adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, pensions and other social security legislation, other than any Lien imposed by ERISA;
(f) pledges or deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, indemnity bond, performance bonds and other obligations of a like nature incurred in the ordinary course of business, or in connection with contests, to the extent that payment thereof is not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided, that, adequate reserves with respect thereto are maintained on the books of the applicable Person;
(g) reservations of, easements, rights of rights-of-way, restrictionssewers, electric lines, telecommunications lines, restrictions on the use of real property, minor defects or and irregularities in the title thereto and other similar Liens encumbrances affecting real property, and zoning restrictions which, in the aggregate, do not interfering in any material respect materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens arising solely from precautionary UCC financing statement filings with respect to Operating Leases entered into by the Borrower or any SubsidiarySubsidiary in the ordinary course of business with respect to any lease not prohibited by this Agreement;
(i) Liens securing Indebtedness permitted under Sections 7.02(b) (other than letters of credit scheduled pursuant to (and already covered by) Section 7.02(r)) and 7.02(k) or created to secure payment of a portion of the purchase price of, or existing at the time of acquisition of, any tangible fixed asset (including Liens granted in connection with purchase money Indebtedness, Capital Leases or Ordinary Course Capital Leases); provided, that, (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents and any other items on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries, in each case in the ordinary course of business in favor of the bank or other depository institution with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements arising as a matter of Law or created pursuant to any customary agreement with respect to opening such accounts or any account control agreement in favor of the Administrative Agent;
(k) Liens arising out of judgments or awards not resulting in an Event of Default; provided, that, the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(l) any interest or title of a lessor, licensor, sublicensor or sub-lessor under any lease, license, sublicense or sublease entered into by any Loan Party or any Subsidiary in the ordinary course of business and covering only the assets so leased, licensed, sublicensed or subleased;
(m) Liens of a collection bank arising under Section 4–210 of the UCC or similar provisions of applicable Law on items in the course of collection;
(n) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
(o) Liens on the daily revenues in favor of Persons other than the Borrower or its Affiliates who are parties to the Facility Leases and Facility Management Agreements for the amounts due to them pursuant thereto;
(p) purported Liens in the ordinary course of business on fixtures to the extent applicable Law permits a mortgagee to claim an interest therein; provided, that, such purported Liens do not secure any Indebtedness of the Borrower or any of its Affiliates;
(q) Liens on unearned insurance premiums to secure Indebtedness referred to in Section 7.02(j);
(r) Liens arising by applicable Law in respect of employees’ wages, salaries, or commissions owed;
(s) prepayments and security deposits in the ordinary course of business securing leases, subleases, licenses, sublicenses, use and occupancy agreements, utility services and similar transactions, in each case, permitted hereunder and not required as a result of any breach of any agreement or default in the payment of any obligation;
(t) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any Investments permitted under Section 7.03 (other than by reference to this Section 7.01 (or any sub-clause hereof));
(u) other Liens not described above securing obligations not to exceed at any time outstanding an aggregate amount equal to the greater of (i) $50,000,000 and (ii) five percent (5.0%) of Consolidated Total Assets; and
(gv) Liens on cash and Cash Equivalents in favor of Iberiabank or its Affiliates securing the Senior Lenders arising Indebtedness permitted under the Credit DocumentsSection 7.02(r).
Appears in 1 contract
Samples: Credit Agreement (SP Plus Corp)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on Lien, ----- upon or with respect to any of its real or personal propertiesProperties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens for taxes or assessments or other governmental government charges or levies if not at the time delinquent yet due and payable or thereafter payable without penalty or being contested in good faith by appropriate proceedings andif due and payable, in each case, for which it maintains adequate reserves;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or if they are being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reservesappropriate reserves are maintained;
(b) Liens imposed by law, such as mechanic's, materialmen's, landlord's, warehousemen's and carrier's Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for more than forty-five 45 days, or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established;
(c) Liens identified in the attached "Liens Schedule"under workers' compensation, unemployment insurance, social security or similar legislation (other than ERISA);
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments judgment and other similar Liens, for sums not exceeding $1,000,000 Liens arising in connection with court proceedings, ; provided that the execution or other enforcement of such -------- Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(fe) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances which, in the aggregate, do not interfering in any material respect materially interfere with the ordinary conduct occupation, use and enjoyment by the Borrower or any of its Subsidiaries of the Property or assets encumbered thereby in the normal course of its business or materially impair the value of the Company or any SubsidiaryProperty subject thereto;
(f) Liens referred to in Schedule 5.6; and
(g) Liens consisting of pledges or deposits of Property to secure performance in favor connection with operating leases made in the ordinary course of business to which Borrower or a Subsidiary is a party as lessee, provided the aggregate value of all such pledges and deposits -------- in connection with any such lease does not at any time exceed 15% of the Senior Lenders arising annual fixed rentals payable under the Credit Documentssuch lease.
Appears in 1 contract
Samples: Credit Agreement (Centris Group Inc)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:except for the following (the “Permitted Liens”):
(a) Liens for taxes pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements, refinancings, restructurings or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such renewal, replacement, refinancing, restructuring or extension of the underlying Indebtedness and by an amount equal to any existing commitments unutilized under the underlying Indebtedness, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal, replacement, refinancing, restructuring or extension of the obligations secured or benefited thereby is a Permitted Refinancing permitted by Section 7.02(b)(i);
(c) inchoate Liens for Taxes, assessments or governmental charges or levies not at the time yet delinquent and Liens for Taxes, assessments or thereafter payable without penalty governmental charges or levies, which are being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reservesreserves have been established in accordance with GAAP;
(bd) Liens in respect of property imposed by requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as, without limitation, carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business (such as business, and (i) Liens which do not in the aggregate materially detract from the value of carriersthe property of the Borrower and its Restricted Subsidiaries, warehousementaken as a whole, mechanics and materialmen do not materially impair the use thereof in the operation of the business of the Borrower and other similar Liens imposed by law its Restricted Subsidiaries, taken as a whole and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;
(e) Liens incurred (other than any Lien imposed by ERISA) (i) imposed by requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with worker's workers’ compensation, unemployment compensation insurance and other types of social security legislation, (excluding Liens arising under ERISAii) or incurred in connection with surety the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise Taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (iii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that, (A) with respect to clauses (i), (ii) and (iii), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP and (B) to the extent such Liens are not imposed by requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents issued to support payment of such obligations;
(f) for sums easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any real property, in each case whether now or hereafter in existence, not overdue (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of such real property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries at such real property;
(g) Liens arising out of judgments, attachments or awards not resulting in an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;
(h) Liens securing Indebtedness permitted under Section 7.02(c); provided, that: (i) such Liens do not involving at any deposits time encumber any property other than the property financed by such Indebtedness together with any accessions thereto and proceeds thereof, and (ii) such Liens attach to such property concurrently with or advances within one hundred eighty (180) days after the acquisition thereof;
(i) Liens securing Indebtedness permitted pursuant to Section 7.02(d); provided, that, (i) such Lien is not created in contemplation of or borrowed money in connection with such acquisition, (ii) such Lien shall not apply to any other property of the Borrower or any Restricted Subsidiary (other than improvements on the deferred purchase price property subject thereto and proceeds thereof), (iii) such Lien shall secure only those obligations it secures on the date of property acquisition, and any renewals, replacements, refinancings, restructurings or servicesextensions thereof so long as the principal amount of such renewals, andreplacements, refinancings, restructurings or extensions thereof does not exceed the principal amount of the obligations being renewed, replaced, refinanced, restructured or extended except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in each case, for which it maintains adequate reservesin connection with any such renewals, replacements, refinancings, restructurings or extensions of the underlying Indebtedness, and (iv) such Lien shall be subordinated to the Liens created pursuant to the Collateral Documents on terms acceptable to the Administrative Agent;
(cj) Liens identified leases of the properties of the Borrower or any Restricted Subsidiary granted by the Borrower or any Restricted Subsidiary to third parties, in each case entered into in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time ordinary course of the acquisition thereof by Borrower or such Restricted Subsidiary’s business so long no such leases, individually or in the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such propertyaggregate, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering interfere in any material respect with the ordinary conduct of the business of the Company Borrower or such Restricted Subsidiary or materially impair the use (for its intended purposes) or the value of the property subject thereto;
(k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary; andRestricted Subsidiary in the ordinary course of business;
(gl) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; 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;
(m) licenses of Intellectual Property granted by the Borrower or any Restricted Subsidiary in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Borrower and its Restricted Subsidiaries;
(n) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;
(o) Liens granted to the financial institution providing the relevant Accounts Receivable Program solely with respect to the accounts receivable actually sold for which cash has been received by a Loan Party pursuant to the terms of such Accounts Receivable Program;
(p) Liens attached to xxxx xxxxxxx money deposits made by the Borrower or a Restricted Subsidiary in connection with any letter of intent or purchase agreement entered into by a Loan Party; provided, that, not more than ten percent (10%) of the purchase price in respect of such letter of intent or purchase agreement has been deposited as a xxxx xxxxxxx money deposit;
(q) Liens on Equity Interests or assets to be sold pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of a Restricted Subsidiary or for any Disposition or disposition of assets not constituting a Disposition, in each case to the extent permitted by the terms hereof, pending the closing of such sale or disposition; provided, that, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Senior Lenders arising importation of goods;
(s) Liens encumbering proceeds of any Permitted Refinancing of Indebtedness (but not, for the avoidance of doubt, securing such Indebtedness) that are deposited and used to defease or to discharge the Indebtedness being refinanced;
(t) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14;
(u) Liens on the Equity Interests of a joint venture (other than any Restricted Subsidiary) owned by a Loan Party pursuant to a joint venture agreement or Liens on the Equity Interests of a joint venture (other than any Restricted Subsidiary) securing Indebtedness incurred by such joint venture so long as the recourse of any lender in respect of such Indebtedness against any Loan Party is limited to such Equity Interests or proceeds from the sale thereof;
(v) Liens on the assets of Restricted Subsidiaries that are not Loan Parties securing Indebtedness and other obligations in respect of such Indebtedness of such Restricted Subsidiary permitted under Section 7.02;
(w) Liens securing Additional Second Lien Indebtedness permitted pursuant to Section 7.02(h); and
(x) other Liens not permitted by the Credit Documentsforegoing clauses of this Section 7.01 securing Indebtedness or other obligations permitted pursuant to this Agreement in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Ducommun Inc /De/)
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) reserved;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any Subsidiaryapplicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); and
(gi) Liens in favor securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Senior Lenders arising under property being acquired on the Credit Documentsdate of acquisition.
Appears in 1 contract
Samples: Credit Agreement
Liens. NotCreate, and not permit any Subsidiary to, create assume or permit suffer to exist any Lien on any of its Property or any Collateral, including any real or personal propertiesproperty, assets or rights of whatsoever nature (whether now owned or hereafter acquired)acquired by it, except:except (the following exceptions, together with any other Liens permitted to be incurred under any Loan Document, collectively, “Permitted Liens”):
(a) Liens for taxes granted pursuant to the Collateral Documents to secure the Secured Obligations;
(b) Liens existing on the Closing Date and listed on Schedule 6.17 and any renewals or extensions thereof; provided that: (i) such Lien shall not apply to any other governmental charges Property or asset of any Loan Party or any Subsidiary thereof and (ii) such Lien shall secure only those obligations which it secures on the Closing Date and any renewals or extensions thereof;
(c) Liens imposed by Applicable Law that were incurred in the ordinary course of business, including carriers’, warehouseman’s and mechanics’ liens, statutory landlord’s liens and other similar liens and encumbrances arising in the ordinary course of business, in each case that: (i) do not at in the time delinquent aggregate materially detract from the value of the Property subject thereto or thereafter payable without penalty materially impair the use thereof in the operations of the business of the Person owning such Property or (ii) are being contested in good faith by appropriate proceedings andpromptly initiated and diligently conducted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such liens and/or encumbrances; Liens securing taxes, assessments and other governmental charges or levies, in each case, for case the payment of which it maintains adequate reserves;
(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) is not yet due or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or is being contested in good faith by appropriate proceedings promptly initiated and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, diligently conducted and for which it maintains adequate reserves;
(c) Liens identified such reserve or other appropriate provisions, if any, as shall be required by Applicable Accounting Standards or any other applicable accounting standard shall have been made; pledges or deposits made in the attached "ordinary course of business in connection with worker’s compensation, unemployment insurance or other similar social security legislation or to secure the performance of bids, trade contracts, leases (other than capital leases), public or statutory obligations, surety or appeal bonds or other obligations of a like nature incurred in the ordinary course of business (other than for indebtedness); and statutory landlord’s Liens Schedule"under leases to which the Borrowers or any of their Subsidiaries is a party; Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;
(d) subject to the limitation set forth Liens (including judgment Liens) arising in connection with legal proceedings not constituting an Event of Default under Section 6.9(c9.01(q), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachmentsLiens securing liability for reimbursement or indemnification obligations of insurance carriers providing property, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution casualty or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsliability insurance to BVI Borrower or its Subsidiaries;
(f) easements, rights the filing of way, restrictions, minor defects or irregularities precautionary UCC financing statements;
(g) grants of technology licenses in title and other similar Liens not interfering in any material respect with the ordinary conduct course of business;
(h) Liens securing Debt permitted under Sections 8.01(d), 8.01(j) and 8.01(k); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Debt and (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the business Property being acquired on the date of acquisition;
(i) Liens securing Debt permitted under Section 8.01(f), Section 8.01(l), Section 8.01(m) and Section 8.01(p);
(j) cash collateralization of any letters of credit permitted under Section 8.01(n) in an amount not to exceed, based on the Company or any Subsidiaryface amount of each such letter of credit, 105%; and
(gk) other Liens in favor not to exceed $5,000,000 outstanding at any time; provided that, without the prior written consent of the Senior Lenders arising Required Lenders, any such Liens on any Collateral shall be junior to the Liens created in respect of such Collateral under the Credit Loan Documents.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), exceptother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.1 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.3(b);
(c) Liens for taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each case, for which it maintains adequate reservesaccordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(h) or securing appeal or other surety bonds related to such judgments;
(i) Liens consisting of deposits made by an Insurance Subsidiary with the Insurance Regulatory Authority in its jurisdiction of domicile or other statutory Liens or claims imposed or required by applicable insurance Law or regulation against the assets of any Insurance Subsidiary, in each case in favor of all policyholders of such Insurance Subsidiary and in the ordinary course of such Insurance Subsidiary's business;
(j) any Lien existing on property of a Person immediately prior to its being consolidated with or merged into the Borrower or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any property acquired by the Borrower or any Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person's becoming a Subsidiary or such acquisition of property;
(k) Liens entered into in the ordinary course of business of a Subsidiary's insurance or reinsurance business with respect to trust agreements; and
(gl) Liens (other than Liens specified in favor clauses (a) through (k) above) on other than stock of any Insurance Subsidiary securing other Obligations of the Senior Lenders arising under the Credit DocumentsBorrower and its Subsidiaries not to exceed $25,000,000 in aggregate at any one time outstanding.
Appears in 1 contract
Liens. NotCreate, and not permit any Subsidiary toincur, create assume or permit suffer to exist any Lien on upon any of its real or personal propertiesproperty, assets or rights of whatsoever nature (revenues, whether now owned or hereafter acquired), except:except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) such liens shall not subsequently apply to any other property or assets of Xxxxxxxxx and its Subsidiaries (other than accessions to and the proceeds of the property or assets subject to such Liens to the extent provided by the terms thereof on the date hereof), (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for taxes Taxes not yet due or other governmental charges not at the time delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings anddiligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in each caseaccordance with GAAP (and as to which the property or assets subject to any such Lien is not yet subject to foreclosure, for which it maintains adequate reservessale or loss on account thereof);
(bd) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums which are not overdue for a period of more than thirty (30) days or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves;
(c) Liens identified in the attached "Liens Schedule";
(d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights of rights-of-way, restrictions, minor defects or irregularities in title restrictions and other similar Liens encumbrances affecting real property which, in the aggregate, are not interfering substantial in amount, and which do not in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company applicable Person; 172003018 161402032v1
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(g);
(i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds thereof and improvements, accessions and appurtenances thereto, and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by Xxxxxxxxx or any Subsidiaryof its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; andprovided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(gk) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease or sublicense entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(l) Liens on property of a Person existing at the time such Person is merged into or consolidated with Xxxxxxxxx or any Subsidiary of Xxxxxxxxx or becomes a Subsidiary of Xxxxxxxxx; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with Xxxxxxxxx or such Subsidiary or acquired by Xxxxxxxxx or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(f)(i);
(m) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
(n) Liens securing Indebtedness permitted under Section 7.02(f)(i); provided that no such Lien shall extend to or cover any Collateral unless such Lien is subordinated to the Liens in favor of the Senior Lenders arising Secured Parties created under the Credit DocumentsLoan Documents on such subordination and other terms, in each case, as are reasonably acceptable to the Administrative Agent;
(o) (i) Liens on assets of a Foreign Subsidiary in favor of any Foreign Obligation Provider securing the Foreign Subsidiary Secured Obligations permitted pursuant to Section 7.02(h) or (ii) Liens affecting property of Foreign Subsidiaries with an aggregate value not to exceed $5,000,000;
(p) Any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement in connection with an Investment permitted hereunder; and 172003018 161402032v1
(q) Leases, subleases, licenses or sublicenses granted to others in the ordinary course of business that do not materially interfere with the ordinary conducts of Xxxxxxxxx or any of its Subsidiaries and do not secure any Indebtedness.
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