Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent: (a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor; (b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest; (c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding; (d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents; (e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof; (f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements; (g) any interest or title of a lessor or sublessor under any operating lease; and (h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Lamson & Sessions Co), Credit Agreement (Lamson & Sessions Co), Credit Agreement (Lamson & Sessions Co)
Liens. The Borrower shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, create, incur, assume or permit suffer to exist any Lien upon any of any kind on any Property its property or assets whether now owned by any such Person; providedor hereafter acquired, however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising existing prior to the date of this Agreement, as set forth on Schedule 7.3 attached hereto;
(b) Liens for taxes not yet due, and Liens for taxes or Liens imposed by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to ERISA which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith by appropriate proceedings and with respect to which prevent enforcement of the matter under contest and adequate reserves have been established thereforare being maintained;
(bc) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics', workmen's, materialmen's, landlords', carriers', or materialmen and other similar Liens arising imposed by law created in the ordinary course of business with respect to obligations which are for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingadequate reserves are being maintained;
(d) Liens incurred or deposits made in the Liens granted ordinary course of business in favor connection with workers' compensation, unemployment insurance and other types of social security, or to secure the Administrative Agent pursuant to performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the Collateral Documentspayment of borrowed money);
(e) Liens identified securing purchase money debt, provided that (i) the Lien in each instance does not extend beyond the assets acquired with the purchase money debt, and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f(ii) hereofthe aggregate of such debt so secured does not exceed five percent (5%) of Consolidated Net Worth;
(f) Liens on property consisting of encumbrances in the Borrower or any Subsidiary created solely for the purpose nature of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, zoning restrictions, easements and other similar encumbrances incurred in rights or restrictions of record on the ordinary course use of business whichreal property, in the aggregate, are not substantial in amount and which do not materially detract from the value of such property or impair the Property subject thereto or materially interfere with the ordinary conduct of use thereof in the business of such Person; and
(g) Liens securing the Borrower or any Subsidiaryobligations due to the parties to the Intercreditor Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Gold Kist Inc), Credit Agreement (Gold Kist Inc), Credit Agreement (Gold Kist Inc)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries Restricted Subsidiary to, createdirectly or indirectly, incur, assume or permit suffer to exist exist, any Lien upon any of any kind on any Property its property, assets or revenues, whether now owned by any such Person; providedor hereafter acquired, however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases pursuant to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforLoan Document;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising existing on the date hereof securing Indebtedness which does not exceed $500,000,000 in the ordinary course of business with respect to obligations which aggregate, and any renewals or extensions thereof, provided that such Liens are not extended to cover any other property, assets or revenues;
(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings which prevent enforcement proceedings, if adequate reserves with respect thereto are maintained on the books of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default applicable Person in accordance with GAAP or such Liens are otherwise permitted under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding6.03;
(d) Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Liens granted ordinary course of business which are not overdue for a period of more than 30 days or which are being contested or intended to be timely contested in favor of the Administrative Agent pursuant to the Collateral Documentsgood faith and by appropriate proceedings;
(e) Liens identified Pledges or deposits in connection with worker’s compensation, unemployment insurance and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofother social security legislation;
(f) Liens on property Deposits to secure the performance of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofbids, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that trade contracts (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the respective Property so acquired, (ii) the principal amount ordinary course of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsbusiness;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easementsEasements, rights-of-way, restrictions, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and affecting real property which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Attachment, judgment or other similar Liens arising in connection with litigation or other legal proceedings (and not otherwise a Default hereunder) that are currently being contested in good faith by appropriate proceedings or are intended to be timely contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(i) Liens in favor of Borrower or any Restricted Subsidiary;
(j) Liens on “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System);
(k) Liens on property acquired (by purchase, merger or otherwise) after the date hereof, existing at the time of acquisition thereof (but not created in anticipation thereof), or placed thereon (at the time of such acquisition or within 180 days of such acquisition to secure a portion of the purchase price thereof), and any renewals or extensions thereof, so long as the Indebtedness secured thereby is permitted hereby; provided that such Liens do not and are not extended to cover any other property;
(l) Liens under Sale-Leaseback Transactions, and any renewals or extensions thereof, so long as the Indebtedness secured thereby does not exceed $500,000,000 in the aggregate;
(m) Liens arising in connection with asset securitization transactions, so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $500,000,000 at any one time;
(n) Liens not otherwise permitted hereby which do not secure any Indebtedness or which secure Indebtedness incurred pursuant to Asset Monetization Transactions; and
(o) other Liens, so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed at any time an amount equal to (x) $2,500,000,000 less (y) the amount, if any, of any unsecured Indebtedness incurred by any Restricted Subsidiary pursuant to Section 7.02(d).
Appears in 3 contracts
Samples: Credit Agreement (Comcast Corp), Credit Agreement (Comcast Corp), Credit Agreement (Comcast Corp)
Liens. The Borrower shall Holdings will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien upon or with respect to (i) any Qualified Aircraft included in the Collateral Pool, (ii) any Accounts (as such term is defined in the UCC) of Holdings or any of its Subsidiaries or (iii) any Capital Stock of any kind on any Property owned by Subsidiary of Holdings (the assets described in the immediately preceding clauses (i), (ii) and (iii) referred to as “Restricted Assets”) or sell any such Person; providedRestricted Asset subject to an understanding or agreement, howevercontingent or otherwise, that to repurchase such Restricted Asset or assign any right to receive income, or file or authorize the foregoing shall not apply filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute with respect to nor operate to preventsuch Restricted Asset, except:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations for taxes and assessments not yet due and payable or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is taxes being contested in good faith and by appropriate proceedings for which prevent enforcement adequate reserves (in the good faith judgment of the matter under contest and adequate reserves management of Holdings) have been established thereforestablished;
(b) mechanics'Liens in respect of Restricted Assets of Holdings or any of its Subsidiaries imposed by law which were incurred in the Ordinary Course of Business, workmen'ssuch as operators’, materialmen'svendors’, landlords'repairmens’, construction, carriers'’, or warehousemen’s and mechanics’ Liens, statutory landlord’s Liens, and other similar Liens arising in the ordinary course Ordinary Course of Business, and (x) 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 with respect to obligations which are not due of the Borrower or its Subsidiaries or (y) which are being contested in good faith by appropriate proceedings, which proceedings which prevent enforcement have the effect of preventing the forfeiture or sale of the matter under contestproperty or asset subject to such Lien;
(c) judgment liens Liens securing the Obligations; provided that no Liens may secure Hedging Obligations to a Lender-Related Hedge Provider or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations to a Lender-Related Hedge Provider or Bank Product Obligations and judicial attachment liens subject to the priority of payments set forth in Section 12.6 and Section 10.14;
(d) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;10.11; and
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property leases or subleases of the Borrower or Aircraft granted to others not interfering in any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower Holdings or any Subsidiaryof its Subsidiaries.
Appears in 3 contracts
Samples: Credit Agreement (Air Transport Services Group, Inc.), Credit Agreement (Air Transport Services Group, Inc.), Credit Agreement (Air Transport Services Group, Inc.)
Liens. The No Borrower shall notshall, nor shall it permit any of its Subsidiaries to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) inchoate Liens for the payment of Taxes which are not yet due and payable or the payment of which is not required by Section 6.7;
(b) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the any Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided provided, in each case case, that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and for which adequate reserves have been established thereforin accordance with GAAP;
(bc) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ (including common carriers’) bailee’s or other similar Liens arising in the ordinary course of business with respect to obligations which are not past due for more than forty-five (45) days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens contest and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge which adequate reserves have been established in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingaccordance with GAAP;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the any Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofSections 6.11(d), representing or incurred to finance, refinance, or refund finance the purchase price of Property; provided that, provided that (i) no such Lien shall extend to or cover other Property of the such Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, ;
(f) normal and (iii) the aggregate principal amount customary rights of all such indebtedness secured by such setoff upon deposits of cash in favor of banks or other depository institutions and Liens shall not at any one time exceed 5% of Total Assets a collection bank arising under Section 4-210 of the Borrower and its Subsidiaries as reflected UCC on their most recent year-end audited financial statementsitems in the course of collection;
(g) any interest or Liens comprised of minor defects, irregularities, and deficiencies in title of a lessor or sublessor under any operating lease; and
(h) to, and easements, rights-of-way, restrictions, zoning restrictions and other similar encumbrances restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of any Borrower or any Subsidiary which, individually and in the aggregate, do not materially adversely interfere with the ordinary conduct of business by such Subsidiary or such Borrower, as applicable;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.1(g);
(i) Liens to secure the performance of bids, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(j) Liens set forth on Schedule 6.12 hereof;
(k) Liens appearing as exceptions listed on Schedule B to the Title Policies;
(l) Liens securing any sale-leaseback permitted under this Agreement in an amount not to exceed $1,000,000 in the aggregate at any time outstanding;
(m) Liens securing the interests of the broker with respect to any margin account pursuant to a Hedge Agreement maintained by any Borrower or any Subsidiary in the ordinary course of business whichin an amount not to exceed $10,000,000 in the aggregate at any time outstanding;
(n) Liens on specified assets which Liens are not otherwise permitted by this Section 6.12 so long as the aggregate fair market value (determined, in the aggregatecase of each such Lien, are not substantial in amount and which do not materially detract from the value as of the Property date such Lien is incurred) of such specified assets subject thereto or materially interfere with does not exceed (as to the ordinary conduct Borrowers and all their Subsidiaries) $7,500,000 at any one time; and
(o) Liens on Property of the business of the any Borrower or any SubsidiarySubsidiary securing indebtedness permitted by Section 6.11(m).
Appears in 3 contracts
Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP)
Liens. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) inchoate Liens for the payment of taxes which are not yet due and payable or the payment of which is not required by Section 6.7;
(b) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(bc) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g6.11(d) hereof, representing or incurred to finance, refinance, or refund finance the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(hf) easements, rights-of-way, restrictions, and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Champion Industries Inc), Credit Agreement (Champion Industries Inc), Credit Agreement (Champion Industries Inc)
Liens. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien upon any of its property (including Capital Stock of any kind on any Property Person), revenues or assets, whether now owned by any such Person; providedor hereafter acquired, however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising securing payment of the Obligations;
(b) Liens existing as of the Closing Date and disclosed in Item 8.3 of the Disclosure Schedule securing Indebtedness described in clause (b) of Section 8.2; provided that no such Lien shall encumber any additional collateral and the amount of Indebtedness secured by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, such Lien is not increased from that existing on the Closing Date;
(c) Liens for taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which levies not at the Borrower time delinquent or any Subsidiary is a party thereafter payable without penalty or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being diligently contested in good faith by appropriate proceedings and for which prevent enforcement of the matter under contest and adequate reserves in accordance with GAAP shall have been established thereforset aside on its books;
(bd) Liens in favor of carriers, warehousemen, mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising materialmen and landlords granted in the ordinary course of business with respect to obligations which are for amounts not due overdue or which are being diligently contested in good faith by appropriate proceedings and for which prevent enforcement of the matter under contestadequate reserves in accordance with GAAP shall have been set aside on its books;
(ce) Liens incurred or deposits made in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, statutory and appeal bonds or performance and similar bonds;
(f) judgment liens Liens in existence for less than forty-five (45) days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and judicial attachment liens which do not constituting otherwise result in an Event of Default under Section 9.1(g9.1(f), or attachment, pre-judgment or similar Liens in existence less than twenty (20) hereof and days after the pledge of assets for the purpose of securing an appealentry thereof or which have been vacated, stay discharged, released or discharge bonded over in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant manner reasonably satisfactory to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no Lender within such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsperiod;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances incurred not interfering in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from any material respect with the value or use of the Property subject thereto or materially interfere with the ordinary conduct property to which such Lien is attached; and
(h) Liens securing payment of Indebtedness of the business type described in clause (f) of Section 8.2 used to purchase or lease assets of the Borrower or any SubsidiaryGuarantor so long as such Lien extends only to the asset or assets so financed.
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Liens. The Borrower 8.1 To the fullest extent permitted by law, Contractor shall not, nor shall it not permit any of its Subsidiaries tolaborer’s, creatematerialmen’s, incur, or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations mechanic’s or other similar charges (liens to be recorded, filed or otherwise imposed on any part of the Work or the property on which the Work is performed by its Subcontractors except for any such laborer’s, materialmen’s, mechanic’s or other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractssimilar liens filed or imposed on any part of the Work, or leases to the real property on which the Borrower or Work is situated, to the extent of MSG’s failure to pay Contractor amounts that are due and owing (and not disputed) in accordance with the Contract Documents.
8.2 If any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen'ssuch laborer’s, materialmen's’s, landlords', carriers'mechanic’s, or other similar Liens arising in lien or claim is recorded or filed and if Contractor does not cause such lien to be released or discharged (by payment, bonding or otherwise) within ten (10) Days after written notice from MSG, then MSG shall have the ordinary course right to pay all sums necessary to obtain such release or discharge and recover such sums from Contractor, including via setoff against amounts to be paid to Contractor.
8.3 In the event a lien of business any type is recorded or filed against the Work, or the real property on which the Work is situated, MSG has the unconditional right to investigate the reason for said lien. If MSG exercises such right, then Contractor shall fully disclose the circumstances surrounding the lien, and Contractor shall require all Subcontractors to comply with respect this requirement. Contractor shall immediately notify any bonding company or other surety, as applicable, of any lien.
8.4 Contractor agrees to obligations which are not fully indemnify, defend and hold harmless the MSG Parties from and against any and all Claims resulting from such lien, claim, security interest or other encumbrance. MSG may withhold from any undisputed amount due or which are to become due to Contractor an amount sufficient to remove and discharge such encumbrance until Contractor has removed and discharged such encumbrance as required by this Article 8.
8.5 If Contractor has not removed and discharged a lien, claim, security interest or other encumbrance covered by this Article 8 within ten (10) Days after being contested in good faith by appropriate proceedings which prevent enforcement notified of the matter under contest;
same, MSG may cause the encumbrance to be removed and discharged, whereupon for purposes of this Agreement, all amounts reasonably paid to discharge the encumbrance and all amounts reasonably incurred by MSG in connection with the encumbrance (cincluding, but not limited to, reasonable attorney’s fees) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured shall be recoverable by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such PropertyMSG from Contractor, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries a reimbursement or as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiaryset off against amounts to be paid to Contractor.
Appears in 3 contracts
Samples: Construction Agreement (MSG Entertainment Spinco, Inc.), Construction Agreement (MSG Entertainment Spinco, Inc.), Construction Agreement (Madison Square Garden Co)
Liens. The Each of Parent and Borrower shall not, nor shall it permit any of its Subsidiaries other Loan Party to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien of upon any kind on any Property owned by any such Person; providedCollateral other than, howeverwith respect to the Borrowing Base Properties, that the foregoing shall not apply to nor operate to preventfollowing:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01;
(c) Liens for taxes not yet due and payable or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith and by appropriate proceedings which prevent enforcement diligently conducted, if adequate reserves with respect thereto are maintained on the books of the matter under contest and adequate reserves have been established thereforapplicable Person in accordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics', workmen's’, materialmen's’s, landlords', carriers', repairmen’s or other similar like Liens arising in the ordinary course of business with respect to obligations which are not due overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings which prevent enforcement diligently conducted, if adequate reserves with respect thereto are maintained on the books of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentsapplicable Person;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, restrictive covenants, encroachments, protrusions and other similar encumbrances incurred affecting real property disclosed in the ordinary course of business Title Insurance Policies and which, in the aggregate, are not substantial in amount amount, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower applicable Person;
(f) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(i);
(g) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person;
(h) Liens securing obligations in the nature of personal property financing leases for furniture, furnishings or similar assets, Capital Leases Obligations and other purchase money obligations for fixed or capital assets; provided that (i) such Liens do not at any Subsidiarytime encumber any property other than the property financed by such Indebtedness, (ii) the obligations 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) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capital Leases;
(i) Liens securing obligations in the nature of 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;
(j) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies issued in connection with the Mortgages; and
(k) such other title and survey exceptions as Administrative Agent has approved in writing in Administrative Agent’s reasonable discretion; and, with respect to all other Collateral, Liens described in clauses (a) and (c) above.
Appears in 3 contracts
Samples: Credit Agreement (DLC Realty Trust, Inc.), Credit Agreement (DLC Realty Trust, Inc.), Credit Agreement (DLC Realty Trust, Inc.)
Liens. The Borrower 9.1. During the term of this Sublease, Sublessee shall not, nor shall it permit any of its Subsidiaries to, create, incur, or not permit to exist remain, and shall promptly discharge, at its cost and expense, all liens, encumbrances and charges upon the Subleased Premises or any Lien part thereof resulting from or caused by work performed on behalf of any kind on any Property owned by any such Personthe Sublessee; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or existence of any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen'slaborers', materialmen's, landlords'suppliers' or vendors' liens or rights thereto shall not constitute a violation of this Article if payment is not yet due under the applicable contract. Sublessee shall, carriers'however, have the right to contest with due diligence the validity or amount of any lien or claimed lien, if Sublessee shall give to Sublessor such security as Sublessor may reasonably require to insure payment thereof and prevent any sale, foreclosure or forfeiture of Sublessee's interest in the Subleased Premises or any portion thereof by reason of such nonpayment. On final determination of the lien or claim for lien, Sublessee shall immediately pay any judgment rendered with all proper costs and charges and shall have the lien released or judgment satisfied at Sublessee's own expense, and if Sublessee shall fail to do so, Sublessor may at its option pay any such final judgment and clear the Subleased Premises therefrom. If Sublessee shall fail to contest with due diligence the validity or amount of any such lien or claimed lien, or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appealgive Sublessor security as hereinabove provided, stay or discharge in the course of any legal proceedingSublessor may, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess required to, contest the validity or amount of $500,000 at any one time outstanding;
(d) such lien or claimed lien or settle or compromise the Liens granted in favor same without inquiring into the validity of the Administrative Agent pursuant claim or the reasonableness of the amount thereof, and in the event of any Sublessor payment of such lien amount the Sublessor shall be entitled to an additional 20% of such amount as a penalty and the lien amount and penalty shall be charged to the Collateral Documents;Sublessee as Additional Rent hereunder.
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of 9.2. Should any lien be filed against the Borrower Subleased Premises or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinanceBuilding in which the Subleased Premises are a part, or refund should any action of any character affecting the purchase price of Propertytitle thereto be commenced, provided that (i) no such Lien Sublessee shall extend give to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price Sublessor written notice thereof as soon as notice of such Property, as reduced by repayments lien or action comes to the knowledge of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiarySublessee.
Appears in 3 contracts
Samples: Sublease (Aprisma Management Technologies Inc), Sublease (Cabletron Systems Inc), Sublease (Aprisma Management Technologies Inc)
Liens. The Borrower shall not, nor shall it permit any of and its Subsidiaries to, shall not create, ----- incur, assume or permit suffer to exist any Lien of any kind on any Property owned by property or asset of any such Person; providedkind of the Borrower or any Subsidiary, howeverexcept the following (collectively, that the foregoing shall not apply to nor operate to prevent:"Permitted Liens"):
(a) Liens existing on the date hereof (each such Lien, to the extent it secures Indebtedness or other obligations in an aggregate amount of $20,000,000 or more, being described on Schedule 5.21 attached hereto); -------------
(b) Liens arising in the ordinary course of business by statute operation of law, deposits, pledges or other Liens in connection with worker's workers' compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, public or statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits deposits, pledges or other Liens in connection with tenders(or to obtain letters of credit in connection with) bids, contractsperformance, return-of-money or payment bonds, contracts or leases to which the Borrower or any Subsidiary is a party its Subsidiaries are parties or other cash deposits required to be made in the ordinary course of business, ; provided that in each case that the obligation secured is not for Indebtedness for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves in conformity with GAAP have been established provided therefor;
(bc) mechanics', workmen's, materialmen's, landlords', carriers', ' or other similar Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens) related to obligations not overdue for more than thirty (30) days if such Liens arise with respect to obligations domestic assets and for more than ninety (90) days if such Liens arise with respect to foreign assets, or, if so overdue, that are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect;
(d) Liens for Taxes not more than ninety (90) days past due or which are not due can thereafter be paid without penalty or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestand reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect;
(ce) Liens imposed by ERISA (or comparable foreign laws) which are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect;
(f) Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, or in connection with surety or appeal bonds or the like in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or for which the Borrower or such Subsidiary shall be prosecuting on appeal or proceeding for review, and for which it shall have obtained (within thirty (30) days with respect to a judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge award rendered in the course United States or within sixty (60) days with respect to a judgment or award rendered in a foreign jurisdiction after entry of such judgment or award or expiration of any legal proceedingprevious such stay, provided as applicable) a stay of execution or the like pending such appeal or proceeding for review; provided, that the aggregate amount of uninsured or underinsured liabilities (but without duplicationnet of customary deductibles, and including interest, costs, fees and penalties, if any) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, such Liens shall not be in excess of exceed $500,000 50,000,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(fg) Liens on fixed or capital assets and related inventory and intangible assets acquired, constructed, improved, altered or repaired by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness otherwise permitted by this Agreement, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 365 days after such acquisition or the later of the completion of such construction, improvement, alteration or repair or the date of commercial operation of the assets constructed, improved, altered or repaired, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing, improving, altering or repairing such fixed or capital assets, as the case may be, and (iv) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary;
(h) Liens securing Interest Rate Protection Agreements or foreign exchange hedging obligations incurred in the ordinary course of business and not for speculative purposes;
(i) Liens on property existing at the time such property is acquired by the Borrower or any Subsidiary of the Borrower and not created solely in contemplation of such acquisition (or on repairs, renewals, replacements, additions, accessions and betterments thereto), and Liens on the assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such Person becoming a Subsidiary of the Borrower (or on repairs, renewals, replacements, additions, accessions and betterments thereto;
(j) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing subsections (a) through (i), provided, however, that the principal amount of Indebtedness secured thereby does not exceed the principal amount secured at the time of such extension, renewal or replacement (other than amounts incurred to pay costs of such extension, renewal or replacement), and that such extension, renewal or replacement is limited to the property already subject to the Lien so extended, renewed or replaced (together with accessions and improvements thereto and replacements thereof);
(k) rights reserved to or vested in any municipality or governmental, statutory or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the property of a Person;
(l) rights reserved to or vested in any municipality or governmental, statutory or public authority to control, regulate or use any property of a Person;
(m) rights of a common owner of any interest in property held by a Person and such common owner as tenants in common or through other common ownership;
(n) encumbrances (other than to secure the payment of Indebtedness), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any property or rights-of-way of a Person for the purpose of securing indebtedness permitted by Section 8.7(g) hereofroads, representing pipelines, transmission lines, transportation lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or incurred to financeother natural resources, refinanceand other like purposes, or refund for the purchase price joint or common use of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easementsreal property, rights-of-way, restrictionsfacilities or equipment, or defects, irregularity and deficiencies in title of any property or rights-of-way;
(o) Liens created by or resulting from zoning, planning and environmental laws and ordinances and municipal regulations;
(p) Liens created by or resulting from financing statements filed by lessors of property (but only with respect to the property so leased);
(q) Liens on property securing Non-recourse Debt;
(r) Liens on the stock or assets of SPVs; and
(s) Liens (not otherwise permitted by this Section 6.10) on property securing Indebtedness (or other similar encumbrances incurred obligations) not exceeding $175,000,000 in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or aggregate at any Subsidiarytime outstanding.
Appears in 3 contracts
Samples: 364 Day Credit Agreement (Transocean Sedco Forex Inc), 364 Day Bridge Credit Agreement (Transocean Sedco Forex Inc), Credit Agreement (Transocean Sedco Forex Inc)
Liens. The Borrower Trustor shall notnot cause, nor shall it permit any of its Subsidiaries to, create, incur, incur suffer or permit to exist or become effective any Lien lien, encumbrance or charge upon all or any part of the Property, the Improvements or any kind on interest therein other than (a) easements, rights of way, covenants, conditions, restrictions, liens and other title limitations approved in writing by Beneficiary prior to the execution of this Deed of Trust, and (b) immaterial easements and rights of way which are required by governmental authorities as a condition to the use and operation of the Improvements which are approved in writing by Beneficiary after the execution of this Deed of Trust (the “Permitted Encumbrances”). Trustor shall pay and promptly discharge, at Trustor’s cost and expense, all liens, encumbrances and charges upon the Security, or any Property owned by any such Personpart thereof or interest therein other than the Permitted Encumbrances; provided, however, that the foregoing existence of any mechanic’s, laborer’s, materialman’s, supplier’s or vendor’s lien or right thereto shall not apply constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Trustor shall have the right to nor operate contest in good faith the validity of any such lien, encumbrance or charge, provided Trustor shall first deposit with the Beneficiary a bond or other security satisfactory to prevent:
Beneficiary in such amounts as Beneficiary shall reasonably require, but not more than one hundred fifty percent (a150%) Liens arising of the amount of the claim or shall post a bond authorized by statute in connection with worker's compensationlieu thereof, unemployment insuranceand provided further that Trustor shall thereafter diligently proceed to cause such lien, old age benefitsencumbrance or charge to be removed and discharged. If Trustor shall fail to remove and discharge any such lien, social encumbrance, or charge, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be obligated to, discharge the same, without inquiring into the validity of such lien, encumbrance or charge nor into the existence of any defense or offset thereto, either by paying the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in court a bond or the amount claimed, or otherwise giving security obligationsfor such claim, taxesin such manner as is or may be prescribed by law. Trustor shall, assessmentsimmediately upon demand therefor by Beneficiary, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith exercise by appropriate proceedings which prevent enforcement Beneficiary of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'foregoing right to discharge any such lien, workmen'sencumbrance or charge, materialmen's, landlords', carriers', or other similar Liens arising in together with interest thereon from the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) date of such judgment liens and liabilities of expenditure at the Borrower and its Subsidiaries Agreed Rate and, until paid, such sums shall be secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiaryhereby.
Appears in 3 contracts
Samples: Deed of Trust, Assignment of Rents, and Security Agreement, Deed of Trust, Deed of Trust, Assignment of Rents, and Security Agreement
Liens. The No Borrower shall notwill, nor shall will it permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist exist, unless such Borrower’s obligations under this Agreement and the Notes are secured equally and ratably therewith, any Lien on or with respect to any of its properties of any kind on any Property character (including, without limitation, accounts) whether now owned by any such Person; providedor hereafter acquired, however, that excluding from the operation of the foregoing shall not apply to nor operate to preventrestrictions the following:
(a) Liens arising by statute in connection with worker's compensationmaterialmen’s, unemployment insurancesuppliers’, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money tax and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to as presently conducted securing obligations which are not due overdue or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestproceedings;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(eb) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred arising in the ordinary course of business whichas presently conducted in connection with leases, workmen’s compensation, unemployment insurance, appeal and release bonds, purchase money security interests and other Liens incidental to the conduct of its business or the operation of its property or its assets;
(c) Liens on real estate, buildings or equipment so long as the Indebtedness secured by such Liens does not exceed U.S.$500,000,000, in the aggregate, are for Visa Inc. and its Subsidiaries;
(d) Liens granted on financial assets to secure risk and funding management transactions entered into in the ordinary course of business and on commercially reasonable terms negotiated on an arms-length basis, including but not substantial limited to, reverse repurchase agreements, hedging transactions, securities lending transactions and securitization transactions involving royalty or other similar payment streams; and
(e) other Liens securing obligations not in amount and which do not materially detract from the value excess of the Property subject thereto greater of an amount equal to (i) U.S.$1,500,000,000 or materially interfere with the ordinary conduct (ii) four percent (4%) of the business total assets of Visa Inc. and its consolidated Subsidiaries, determined in accordance with GAAP, as of the end of the then most recently ended fiscal quarter for which financial statements are available; provided that notwithstanding the foregoing provisions of this Section 6.12, no Borrower shall create, incur, assume or suffer to exist, or permit any Subsidiaryof its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any shares of stock of any of its Subsidiaries.
Appears in 3 contracts
Samples: Five Year Revolving Credit Agreement (Visa Inc.), 364 Day Revolving Credit Agreement (Visa Inc.), 364 Day Revolving Credit Agreement (Visa Inc.)
Liens. The Borrower shall notTenant shall, nor shall it permit any within fifteen (15) business days of its Subsidiaries towritten notice of filing, createdischarge (either by payment or by filing of the necessary bond, incurinsure over, or permit to exist otherwise) any Lien mechanic’s, materialman’s or other lien or encumbrance against any portion of the Premises that arises out of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractspayment due for, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required purported to be made in the ordinary course of businessdue for, provided in each case that the obligation is not any labor, services, materials, supplies or equipment alleged to have been furnished to or for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith Tenant. If Tenant shall fail to so discharge such lien or encumbrance (either by appropriate proceedings which prevent enforcement payment or by filing of the matter under contest and adequate reserves have been established therefor;
(bnecessary bond, insure over or otherwise) mechanics'then, workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting such failure shall be an Event of Default under Section 9.1(g) hereof and this Lease and, in addition to any other right or remedy of Landlord, Landlord may discharge the pledge of assets for the purpose of securing an appeal, stay same (either by payment or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities by filing of the Borrower necessary bond or otherwise), and its Subsidiaries secured any payment, costs and expenses incurred by a pledge of assets permitted under this subsectionLandlord in connection therewith, including interest and penalties thereon, if anyreasonable attorneys’ fees, shall not be repaid together with interest thereon at the rate set forth in excess Section 2.3 from the date of $500,000 at any one time outstanding;
(d) payment. Notwithstanding the Liens granted in favor of the Administrative Agent pursuant foregoing or anything to the Collateral Documents;
contrary in this Lease, Tenant may contest any lien (eand Landlord shall not discharge such lien at Tenant’s expense for so long as Tenant is diligently pursuing such contest) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that if (i) no such Lien shall extend to lien is the subject of a bona fide dispute in which Tenant is contesting the amount or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquiredvalidity thereof, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price Tenant notifies Landlord in writing of such Propertydispute, as reduced by repayments of principal thereon, and (iii) Tenant has or establishes unrestricted cash reserves to in an amount equal to 125% of (x) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
Tenant’s obligations being contested plus (gy) any interest additional interest, charge or title penalty arising from such contested lien and (iv) such lien is fully bonded by Tenant to the reasonable satisfaction of a lessor or sublessor under Landlord and any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiaryMortgagee.
Appears in 3 contracts
Samples: Lease Agreement (Ionis Pharmaceuticals Inc), Lease Agreement (Ionis Pharmaceuticals Inc), Purchase and Sale Agreement (Ionis Pharmaceuticals Inc)
Liens. The Borrower Subject to the express provisions hereof with respect to Tenant’s (or an Affiliate of Tenant’s, as the case may be) performance of Recapture Restoration Work and/or Recapture Related Repairs which has been required and authorized by Landlord in accordance with Section 1.6 or Section 10.1 (“Landlord Authorized Work”), Tenant shall nothave no power to do any act or make any contract which may create or be the foundation for any lien, nor shall it permit mortgage or other encumbrance upon the estate of Landlord or of any interest of its Subsidiaries to, create, incurLandlord in the Demised Premises or the Property, or permit to exist upon or in the building or buildings or improvements thereon or hereafter erected or placed thereon, it being agreed that should Tenant cause any Lien of any kind on any Property owned by any such Person; providedimprovements, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations alterations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required repairs to be made to the Demised Premises, or material furnished or labor performed therein, or thereon, except for Landlord Authorized Work, neither Landlord nor the Demised Premises nor any improvements shall under any circumstances be liable for the payment of any expense incurred or for the value of any work done or material furnished to the Demised Premises or any part thereof. Subject to Landlord’s payment obligations for any Landlord Authorized Work, all such improvements, alterations, repairs, materials and labor shall be done at Tenant’s expense and Tenant shall be solely and wholly responsible to contractors, laborers and material men furnishing labor and material to said premises and building or buildings and improvements or any part thereof and all such laborers, material men and contractors are hereby charged with notice that they must look solely and wholly to Tenant and Tenant’s interest in the ordinary course Demised Premises to secure the payment of businessany bills for work done and materials furnished. In addition to all other rights and remedies of Landlord, provided in each case the event that a mechanic’s lien shall be filed against the obligation is not for borrowed money and that Demised Premises or Tenant’s interest therein or against the obligation secured is not overdue orProperty or any applicable Shopping Center or any part thereof as the result of any repairs, if overduefixturing, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', alterations or other similar Liens arising in the ordinary course of business work undertaken by Tenant (subject to Landlord’s payment obligations with respect to obligations which are not Landlord Authorized Work), Tenant shall, within twenty-one (21) days (or such shorter period as may be required pursuant to the terms of any REA) after receiving notice of such lien, discharge such lien either by payment of the indebtedness due or which are being contested in good faith by appropriate proceedings which prevent enforcement filing a bond (as provided by statute) or by providing a surety bond for one hundred twenty five percent (120%) of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event amount of Default under Section 9.1(g) hereof and such lien as security therefor, or a title indemnity from a nationally recognized title insurer. In the pledge of assets for the purpose of securing an appeal, stay event that Tenant shall fail to bond or discharge in the course of any legal proceedingsuch lien, provided or provide such security or title indemnity for such lien, provided, that the aggregate amount (Landlord has complied with its payment obligations with respect to Landlord Authorized Work, Landlord may, but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be obligated to, in excess of $500,000 at any one time outstanding;
(d) addition to all other rights and remedies in this Master Lease, have the Liens granted in favor of right to procure such discharge by filing such bond and Tenant shall pay the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price cost of such Property, bond to Landlord (together with interest at the Overdue Rate) as reduced by repayments of principal thereon, and (iii) Additional Charges upon the aggregate principal amount of all such indebtedness secured by such Liens first day that Rent shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiarybe due thereafter.
Appears in 3 contracts
Samples: Master Lease (Sears Holdings Corp), Master Lease (Seritage Growth Properties), Master Lease (Seritage Growth Properties)
Liens. The Borrower Parent shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur, or permit suffer to exist any Lien on the Property of the Parent, the Borrower or any kind on other Subsidiary of the Parent, whether now owned or hereafter acquired, or assign any Property owned by right to receive any such Person; providedincome, however, that other than the foregoing shall not apply to nor operate to preventfollowing:
(a) Liens arising securing the Obligations;
(b) Liens imposed by statute in connection with worker's compensationlaw, unemployment insurancesuch as materialmen’s, old age benefitsmechanics’, social security obligationsbuilder’s, taxescarriers’, assessmentsworkmen’s and repairmen’s liens, statutory obligations or and other similar charges (other than Liens liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is business securing obligations which are not overdue or, if overdue, is for a period of more than 30 days or are being contested in good faith by appropriate procedures or proceedings and for which prevent enforcement of the matter under contest and adequate reserves have been established thereforestablished;
(bc) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect out of pledges or deposits under workers compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation to obligations secure public or statutory obligations;
(d) Liens for taxes, assessment, or other governmental charges which are not yet due and payable or which are being actively contested in good faith by appropriate proceedings and for which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets adequate reserves for the purpose of securing an appeal, stay or discharge such items have been made in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentsaccordance with GAAP;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness arising from precautionary UCC financing statements regarding leases to the extent such leases are permitted by Section 8.7(f) hereofhereby;
(f) Liens encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the Parent, the Borrower or such other Subsidiary to use such assets in its business, and none of which is violated in any Subsidiary created material aspect by existing or proposed structures or land use to the extent such violation could reasonably be expected to result in a Material Adverse Change;
(g) Liens arising solely for by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a depository institution;
(h) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the purpose ordinary course of securing indebtedness permitted by Section 8.7(gbusiness;
(i) hereof, representing or incurred judgment and attachment Liens not giving rise to finance, refinance, or refund the purchase price an Event of PropertyDefault, provided that (i) no any appropriate legal proceedings which may have been duly initiated for the review of such Lien judgment shall extend to not have been finally terminated or cover other Property of the Borrower or period within which such Subsidiary other than the respective Property so acquired, proceeding may be initiated shall not have expired and (ii) the principal amount of indebtedness secured by any no action to enforce such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, has been commenced;
(j) Liens securing Debt and not otherwise permitted under this Section 6.2; provided that (iiii) the aggregate principal amount of all such indebtedness Debt secured by such Liens shall does not exceed 15% of the Net Worth of the Parent and its consolidated Subsidiaries at any one time exceed 5% of Total Assets of time, and (ii) the Parent, the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred are in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere compliance with the ordinary conduct covenants set forth in this Agreement, both before and after giving effect to each incurrence of the business of the Borrower or any Subsidiarysuch Debt.
Appears in 2 contracts
Samples: Credit Agreement (Helmerich & Payne Inc), Credit Agreement (Helmerich & Payne Inc)
Liens. The Borrower Company shall not, nor shall it permit any of its Subsidiaries Restricted Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any the Company or such PersonRestricted Subsidiary; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower Company or any Restricted Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers'’, or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g10.1(h) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower Company and its Restricted Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not at any one time outstanding be in excess of the greater of $500,000 at any one time outstanding50,000,000 and 1% of Consolidated Total Assets as of the end of the most recent fiscal year for which financial statements have been delivered to the Lenders;
(d) the Liens granted in favor on Property of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower Company or any Subsidiary of its Restricted Subsidiaries created solely for the purpose of securing purchase money indebtedness permitted by Section 8.7(g) hereofor Capitalized Lease Obligations and, representing or incurred to finance, refinance, refinance or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower Company or such Restricted Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, Property as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) leases or subleases granted to others in the ordinary course of business and any interest or title of a lessor or sublessor under any operating lease; andlease permitted by this Agreement;
(hf) easementscustomary rights of set off, rights-of-wayrevocation, restrictions, and refund or chargeback under deposit agreements or under the Uniform Commercial Code in favor of banks or other similar encumbrances incurred financial institution where the Company or any Restricted Subsidiary maintains deposits in the ordinary course of business which, business;
(g) Liens constituting encumbrances in the aggregatenature of zoning restrictions, are not substantial in amount condemnations, easements, encroachments, covenants, rights of way, minor defects, irregularities and rights or restrictions of record on the title or use of real property, which do not materially detract from the value of the Property subject thereto such property or materially interfere with impair the ordinary conduct of use thereof in the business of the Borrower Company or any Restricted Subsidiary; and
(h) Liens other than those permitted by any of the foregoing subsections (a) through (g) provided such Liens do not at any time secure obligations exceeding 10% of Net Worth as then determined and computed.
Appears in 2 contracts
Samples: Credit Agreement (Arthur J. Gallagher & Co.), Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Liens. The Borrower shall not, not (nor shall it permit any of its Subsidiaries to, ) create, incur, or permit suffer to exist any Lien in, of any kind or on any the Property owned by of Borrower (or any such Person; providedSubsidiary), however, that except the foregoing shall not apply to nor operate to prevent:following (“Permitted Liens”):
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, for taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which levies on its Property if the Borrower same shall not at the time be delinquent or any Subsidiary is a party or other cash deposits required to thereafter can be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforpaid without penalty;
(b) Liens imposed by Law, such as carriers’, warehousemen’s and mechanics', workmen's, materialmen's, landlords', carriers', or ’ liens and other similar Liens liens arising in the ordinary course of business with respect to which secure payment of obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestmore than 60 days past due;
(c) judgment liens and judicial attachment liens not constituting an Event Liens arising out of Default pledges or deposits under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appealworker’s compensation Laws, stay unemployment insurance, old age pensions, or discharge other social security or retirement benefits, or similar legislation incurred in the ordinary course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingbusiness;
(d) Liens arising from a judgment rendered or claim filed, not in excess, singly or in the Liens granted aggregate, of $100,000 against Borrower which Borrower shall be contesting diligently in favor of the Administrative Agent pursuant to the Collateral Documentsgood faith by proper legal proceedings;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofSenior Indebtedness that arise under the Senior Indebtedness Documents;
(f) Liens on Easements, building restrictions and such other encumbrances or charges against real property which do not in any material way interfere with the use thereof by Borrower (or such Subsidiary, as applicable); and
(g) Any extension, renewal or substitution of or for any of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by foregoing Liens described in this Section 8.7(g) hereof6.15, representing or incurred to financeprovided, refinancein each case, or refund the purchase price of Property, provided that (i) no such the Indebtedness or other obligation or liability secured by the applicable Lien shall extend not exceed the Indebtedness or other obligation or liability existing immediately prior to such extension, renewal or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, substitution and (ii) the principal amount of indebtedness Lien securing such Indebtedness or other obligation or liability shall be limited to the Property which, immediately prior to such extension, renewal or substitution, secured by any such Lien shall at no time exceed the original purchase price of Indebtedness or other obligation or liability, and improvements on or additions to such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Cancer Genetics, Inc), Credit Agreement
Liens. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien of upon or with respect to any kind on any Property Collateral, whether now owned by or hereafter acquired, or sell any such Person; providedCollateral subject to an understanding or agreement, howevercontingent or otherwise, that the foregoing shall not apply to nor operate repurchase such Collateral (including sales of accounts receivable with recourse to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party of its Subsidiaries), or assign any right to receive income or permit the filing of any financing statement under the UCC or any other cash deposits required similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 9.01 shall not prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to be made as “Permitted Liens”):
(i) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with generally accepted accounting principles;
(ii) Liens imposed by law, which were incurred in the ordinary course of business, provided in each case that the obligation is business and do not secure Indebtedness for borrowed money and that the obligation secured is not overdue ormoney, if overduesuch as carriers’, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen'swarehousemen’s, materialmen's, landlords', carriers', or ’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Collateral and do not materially impair the use thereof in the operation of the business with respect to obligations which are not due of the Borrower or such Subsidiary or (y) which are being contested in good faith by appropriate proceedings, which proceedings which prevent enforcement (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the matter under contestCollateral subject to any such Lien;
(ciii) judgment liens Liens in existence on the Initial Borrowing Date which are listed, and judicial attachment liens the property subject thereto described, in Schedule IV, without giving effect to any renewals or extensions of such Liens, provided that the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not constituting increase from that amount outstanding on the Effective Date, less any repayments of principal thereof;
(iv) Permitted Encumbrances;
(v) Liens created pursuant to the Security Documents;
(vi) Liens arising out of judgments, awards, decrees or attachments with respect to which the Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review, provided that the aggregate amount of all such judgments, awards, decrees or attachments shall not constitute an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding10.09;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(evii) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than any Lien imposed by ERISA) incurred or deposits made in the respective Property so acquiredordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, Liens to secure the performance of tenders, statutory obligations (ii) the principal amount other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, money bonds and other similar encumbrances obligations in each case incurred in the ordinary course of business which, (exclusive of obligations for the payment of borrowed money) and Liens arising by virtue of deposits made in the aggregate, ordinary course of business to secure liability for premiums to insurance carriers; provided that the aggregate value of all cash and property at any time encumbered pursuant to this clause (vii) shall not exceed $5,000,000; and
(viii) Liens in respect of seamen’s wages which are not substantial past due and other maritime Liens for amounts not past due arising in amount the ordinary course of business and which do not materially detract from yet required to be removed or discharged under the value terms of the Property subject thereto or materially interfere respective Vessel Mortgages. In connection with the ordinary conduct granting of the business of Liens described above in this Section 9.01 by the Borrower or any Subsidiaryof its Subsidiaries, the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien subordination agreements in favor of the holder or holders of such Liens, in respect of the item or items of equipment or other assets subject to such Liens).
Appears in 2 contracts
Samples: Credit Agreement (General Maritime Corp/), Credit Agreement (General Maritime Corp/)
Liens. The Borrower shall notNeither Icahn Enterprises nor any Guarantor will, nor shall it permit (a) issue, assume or guarantee any of its Subsidiaries to, create, incurIndebtedness if such Indebtedness is secured by a Lien upon, or permit to exist (b) secure any then outstanding Indebtedness by granting a Lien upon, any Principal Property of Icahn Enterprises or any kind on Guarantor, now owned or hereafter acquired by Icahn Enterprises or any Property owned by any Guarantor, without effectively providing that the Notes and the Note Guarantee shall be secured equally and ratably with such Person; providedIndebtedness, however, except that the foregoing restrictions shall not apply to nor operate to preventto:
(a1) Liens arising by statute on any Principal Property acquired after the Issuance Date to secure or provide for the payment of the purchase price or acquisition cost thereof;
(2) Liens on Principal Property acquired after the Issuance Date existing at the time such Principal Property is acquired;
(3) Liens on any Principal Property acquired from a corporation merged with or into Icahn Enterprises or any Guarantor;
(4) Liens in connection with worker's compensationfavor of Icahn Enterprises or any Guarantor;
(5) Liens in existence on any Principal Property on the Issuance Date;
(6) Liens on any Principal Property constituting unimproved real property constructed or improved after the Issuance Date to secure or provide for the payment or cost of such construction or improvement;
(7) Liens in favor of, unemployment insuranceor required by, old age benefits, social security obligations, taxes, assessments, statutory obligations governmental authorities;
(8) pledges or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tendersworkers’ compensation, contracts, or leases unemployment insurance and other social security legislation and deposits securing liability to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter insure carriers under contest and adequate reserves have been established thereforinsurance arrangements;
(b9) Liens for taxes, assessments or governmental charges or statutory liens of landlords, carriers, warehousemen, mechanics', workmen'ssuppliers, materialmen's, landlords', carriers', repairmen or other similar Liens arising in the ordinary course of business with respect to obligations which are or in the improvement or repair of any Principal Property not yet due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestproceedings;
(c10) any judgment liens and judicial attachment liens or judgment Lien not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingDefault;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e11) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property to secure the performance of the Borrower statutory obligations, surety or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofappeal bonds, representing performance bonds or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title obligations of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances like nature incurred in the ordinary course of business whichand in the improvement or repair of any Principal Property and which obligations are not expressly prohibited by this Indenture;
(12) Liens to secure Indebtedness of Icahn Enterprises or any Guarantor attributable to Bad Boy Guarantees;
(13) Liens in favor of the Trustee and required by Section 4.13;
(14) Liens to secure Margin Indebtedness; provided that such Liens are secured solely by the applicable margin securities;
(15) Liens securing Hedging Obligations in the ordinary course of business and not for speculative purposes; provided that such Liens do not extend to any asset of the Issuers or any Guarantor other than the asset subject to the Hedging Obligations; and
(16) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any Lien referred to in the aggregateforegoing clauses (1) through (15), are inclusive; provided that in the case of clauses (1), (2) and (3) such Liens shall only extend to the Principal Property so acquired (including through any merger or consolidation) and not substantial in amount and which do not materially detract from the value to any other Principal Property of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Icahn Enterprises or any SubsidiaryGuarantor.
Appears in 2 contracts
Samples: Indenture (Icahn Enterprises Holdings L.P.), Indenture (Icahn Enterprises Holdings L.P.)
Liens. The Borrower shall notNeither AREP nor any Guarantor shall, nor shall it permit (a) issue, assume or guarantee any of its Subsidiaries to, create, incurIndebtedness if such Indebtedness is secured by a Lien upon, or permit to exist (b) secure any then outstanding Indebtedness by granting a Lien upon, any Principal Property of AREP or any kind on Guarantor, now owned or hereafter acquired by AREP or any Property owned by any Guarantor, without effectively providing that the Notes and the Note Guarantee shall be secured equally and ratably with such Person; providedIndebtedness, however, except that the foregoing restrictions shall not apply to nor operate to preventto:
(a1) Liens arising by statute on any Principal Property acquired after the Issuance Date to secure or provide for the payment of the purchase price or acquisition cost thereof,
(2) Liens on Principal Property acquired after the Issuance Date existing at the time such Principal Property is acquired;
(3) Liens on any Principal Property acquired from a corporation merged with or into AREP or any Guarantor;
(4) Liens in connection with worker's compensationfavor of AREP or any Guarantor;
(5) Liens in existence on any Principal Property on the Issuance Date;
(6) Liens on any Principal Property constituting unimproved real property constructed or improved after the Issuance Date to secure or provide for the payment or cost of such construction or improvement;
(7) Liens in favor of, unemployment insuranceor required by, old age benefits, social security obligations, taxes, assessments, statutory obligations governmental authorities;
(8) pledges or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tendersworkers' compensation, contracts, or leases unemployment insurance and other social security legislation and deposits securing liability to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter insure carriers under contest and adequate reserves have been established thereforinsurance arrangements;
(b9) Liens for taxes, assessments or governmental charges or statutory liens of landlords, carriers, warehousemen, mechanics', workmen'ssuppliers, materialmen's, landlords', carriers', repairmen or other similar Liens arising in the ordinary course of business with respect to obligations which are or in the improvement or repair of any Principal Property not yet due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestproceedings;
(c10) any judgment liens and judicial attachment liens or judgment Lien not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingDefault;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e11) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property to secure the performance of the Borrower statutory obligations, surety or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofappeal bonds, representing performance bonds or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title obligations of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances like nature incurred in the ordinary course of business whichand in the improvement or repair of any Principal Property and which obligations are not expressly prohibited by this Indenture;
(12) Liens to secure Indebtedness of AREP or any Guarantor attributable to Bad Boy Guarantees;
(13) Liens in favor of the Trustee and required by Section 4.16;
(14) Liens to secure margin Indebtedness; provided that such Liens are secured solely by the applicable margin securities; or
(15) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any Lien referred to in the aggregateforegoing clauses (1) through (14), are inclusive; provided that in the case of clauses (1), (2) and (3) such Liens shall only extend to the Principal Property so acquired (including through any merger or consolidation) and not substantial in amount and which do not materially detract from the value to any other Principal Property of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower AREP or any SubsidiaryGuarantor.
Appears in 2 contracts
Samples: Indenture (American Real Estate Partners L P), Indenture (American Real Estate Holdings L P)
Liens. The Borrower shall notNo Loan Party shall, nor shall it permit any of its Subsidiaries to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person (including, all intellectual property and intangible technology assets, including the platform software of such Person); provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with bids, tenders, contracts, surety bonds or leases to which the Borrower any Loan Party or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g8.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower any Loan Party or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof7.1(b), representing or incurred to finance, refinance, or refund finance the purchase price of such Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower such Loan Party or such Subsidiary other than the respective Property so acquiredacquired (and accessions thereto), (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal as increased in connection with any refinancing thereof by an amount of all equal to a reasonable premium or other amount paid, and reasonable fees and expenses incurred, in connection with such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsrefinancing;
(ge) any interest or title of a lessor or sublessor under any operating lease; and, including the filing of Uniform Commercial Code financing statements solely as a precautionary measure in connection with operating leases entered into by any Loan Party or any Subsidiary in the ordinary course of its business;
(hf) easements, rights-of-way, restrictions, and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of any Loan Party or any Subsidiary;
(g) bankers’ Liens, rights of setoff and other similar Liens (including under Section 4-210 of the Uniform Commercial Code) in one or more deposit accounts maintained by any Loan Party or any Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; 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;
(h) non-exclusive licenses of intellectual property granted in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of any Loan Party or any Subsidiary;
(i) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto permitted by Section 7.1(k);
(j) Xxxxx (i) on cash advances in favor of the seller of any Property to be acquired in a Permitted Acquisition to be applied against the purchase price for such Property, or (ii) consisting of an agreement to dispose of any Property in a Disposition permitted under Section 7.4, in each case, solely to the extent such Acquisition or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(k) Liens and rights of setoff of securities intermediaries in respect of securities accounts maintained in the ordinary course of business;
(l) Liens granted in favor of Administrative Agent pursuant to the Collateral Documents;
(m) Liens on property or assets of Borrower and the other Subsidiaries existing on the date hereof and set forth in Schedule 7.2; provided that, such Liens shall secure only those obligations which they secure on the date hereof;
(n) Liens for Taxes not yet due and payable or which are being contested in accordance with Section 6.3;
(o) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section
7.1 (b), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 120 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of Borrower or any Subsidiary except for replacements, additions, accessions and improvements to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof;
(p) Liens on assets and equity interests of non-Loan Party Foreign Subsidiaries that do not constitute Collateral securing Indebtedness of non-Loan Party Foreign Subsidiaries that is permitted by Section 7.1(g) and that is otherwise non-recourse against the Loan Parties and the other Subsidiaries (other than Foreign Subsidiaries);
(q) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements entered into non-Loan Party Subsidiaries in the ordinary course of business; and
(r) additional Liens on property of a Loan Party or any Subsidiary not otherwise permitted by this Section 7.2 that secure obligations, the aggregate principal amount of which do not to exceed the greater $10,000,000.
Appears in 2 contracts
Samples: Credit Agreement (AlTi Global, Inc.), Credit Agreement (AlTi Global, Inc.)
Liens. The Borrower No Credit Party shall, or shall not, nor shall it permit any of its Subsidiaries that are Restricted Subsidiaries to, create, incur, assume or otherwise permit to exist any Lien on any of its Properties of any kind character (including accounts receivable and bank accounts), whether now owned or hereafter acquired, or on any Property owned by proceeds or income therefrom, or sign any such Person; providedsecurity agreement authorizing any secured party thereunder to file any financing statement, howeverrecord any Lien or take any similar action, that or assign for security any accounts receivable or any other right to receive income, except for the foregoing shall not apply to nor operate to prevent:following (each a “Permitted Lien”):
(ai) any Liens to secure the Obligations,
(ii) such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (A) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases for Taxes to which the Borrower or any Subsidiary is a party or other cash deposits extent not required to be made in the ordinary course of businesspaid under Section 6.1(e), provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or(B) materialmen’s, if overduemechanics’, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'carriers’, workmen's, materialmen's, landlords', carriers', or ’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business with respect to securing obligations which that are not due overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquiredfaith, (iiC) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Propertypledges or deposits to secure obligations under workers’ compensation laws or similar legislation, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(hD) easements, rights-of-wayway and other encumbrances on title to real property that do not render title to the real property encumbered thereby unmarketable or materially adversely affect the use of such real property for its present purposes, restrictions(E) the interests of parties other than the Borrower and the Restricted Subsidiaries under certain right-of-way agreements and (F) setoff rights of deposit banks with respect to amounts on deposit in accounts of the Borrower and the Restricted Subsidiaries permitted under the Financing Documents,
(iii) Liens on Property subject to Capital Leases or other equipment financing transactions entered into by the Borrower and the Restricted Subsidiaries after the Closing Date or Liens on Property acquired after the Closing Date by the Borrower and the Restricted Subsidiaries in favor of the vendor thereof to secure the Borrower’s or applicable Restricted Subsidiary’s, as the case may be, obligation to pay the balance of the purchase price thereof; provided that: (A) no such Lien may extend to any Property other than the Property (and any improvements thereon or thereto) held subject to such Capital Lease or other equipment financing transaction or acquired for such purchase price, as the case may be, (B) the aggregate principal amount of Indebtedness in respect of Capital Leases or the deferred purchase price of Property or services payable more than 120 days after the furnishing of such Property or services secured by such Liens shall not exceed $30,000,000 (or its equivalent in any other currency) at any time outstanding, (C) after giving effect to such Indebtedness, the Borrower and the Restricted Subsidiaries are still in compliance with clause (g)(iii), and (D) any such Indebtedness shall not otherwise be prohibited hereby (including by clause (b)),
(iv) Liens on Customer Premises Equipment arising from the interests of the lessees of such equipment (including the right to acquire the leased property at the end of the lease term and the right of possession and quiet enjoyment),
(v) the replacement, extension or renewal of any Lien permitted by any clause of this Section 6.2(a) upon or in the same Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount) of the Indebtedness secured thereby,
(vi) Liens granted by a Credit Party to another Credit Party pursuant to any joint venture agreements,
(vii) Liens granted by the Borrower or any Restricted Subsidiary (other similar encumbrances than the Avantel Companies and the Subsidiaries of the Avantel Companies) in effect on the Closing Date (not including the Released Liens, which were released in connection with entering into to the Existing Credit Agreement) and listed on Schedule 6.2(a)(vii),
(viii) good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which the Borrower or such Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Borrower or such Restricted Subsidiary or deposits of cash or United States government bonds to secure surety or appeal bonds to which the Borrower or such Restricted Subsidiary is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business which, business,
(ix) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of the Borrower or such Restricted Subsidiary in the aggregateordinary course of its business; provided, are not substantial in amount and which however, that such letters of credit do not constitute Indebtedness,
(x) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of the Borrower or such Restricted Subsidiary or to the ownership of its Properties that were not Incurred in connection with Indebtedness and that do not in the aggregate materially detract from adversely affect the value of the Property subject thereto such Properties or materially interfere impair their use in the operation of the business of the Borrower or such Restricted Subsidiary,
(xi) Liens on Property or shares of Capital Stock of any Person at the time such other Person becomes a Subsidiary of a Credit Party; provided, however, that the Liens may not extend to any other Property owned by the Borrower or any Restricted Subsidiary (other than Property affixed or appurtenant thereto),
(xii) Liens on Property at the time such Credit Party or any of its Subsidiaries acquires the Property, including any acquisition by means of a merger or consolidation with or into such Credit Party or a Subsidiary of such Credit Party; provided, however, that the Liens may not extend to any other Property owned by any Credit Party or any of its Subsidiaries (other than Property affixed or appurtenant thereto),
(xiii) Liens securing Indebtedness or other obligations of a Subsidiary of such Credit Party owing to such Credit Party or a wholly-owned Subsidiary of the Borrower that is also a Guarantor,
(xiv) Liens securing Permitted Hedging Obligations so long as: (A) such Permitted Hedging Obligations relate to Indebtedness that is secured by a Lien on the same Property securing such Permitted Hedging Obligations or (B) such Lien is with respect to the posting of cash or cash equivalents as collateral so long as such collateral is not required under the related Hedging Agreement unless such Permitted Hedging Obligations exceed 10% of the notional amount of the related hedging transaction,
(xv) 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,
(xvi) licenses of patents, trademarks and other intellectual property rights 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 the business of the Borrower or any Restricted Subsidiary,
(xvii) pledges or deposits of cash and cash equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers of property, casualty or liability insurance in the ordinary course of business,
(xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto,
(xix) licenses, leases or subleases granted to third Persons or to the Borrower or its Subsidiaries by the Borrower and/or its Subsidiaries in the ordinary course of business and not interfering in any material respect with the business of any Credit Party or any of its Subsidiaries,
(xx) other Liens securing, in the aggregate, less than $20,000,000 (or its equivalent in another currency) of Indebtedness, and
(xxi) any Lien on any Property securing other Indebtedness permitted under clause (b); provided that the Obligations are also secured by a Lien on such Property on a senior or pari passu basis with respect to such other Indebtedness, in a manner satisfactory to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Axtel Sab De Cv), Credit Agreement (Axtel Sab De Cv)
Liens. The Borrower shall Holdings will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to Holdings or any of its Subsidiaries), or assign any right to receive income or authorize the filing of any kind on financing statement under the UCC or any Property owned by other similar notice of Lien under any such Personsimilar recording or notice statute); provided, however, provided that the foregoing provisions of this Section 11.01 shall not apply prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to nor operate to prevent:as “Permitted Liens”):
(ai) Liens arising by statute in connection with worker's compensationfor Taxes, unemployment insuranceassessments or governmental charges or levies not yet delinquent or Liens for Taxes, old age benefits, social security obligations, taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is levies being contested in good faith and by appropriate proceedings for which prevent enforcement of the matter under contest and adequate reserves have been established thereforin accordance with GAAP;
(bii) mechanics'Liens in respect of property or assets of Holdings or any of its Subsidiaries imposed by law or contract, workmen'swhich were incurred in the Ordinary Course of Business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, shipper’s, materialmen's, landlords', carriers', or ’s and mechanics’ liens and other similar Liens arising in the ordinary course Ordinary Course of Business, and (x) which do not in the aggregate materially detract from the aggregate value of Holdings’ or such Subsidiary’s property or assets or materially impair the use thereof in the operation of the business with respect to obligations which are not due of Holdings or such Subsidiary or (y) which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestproceedings;
(ciii) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof Liens in existence on the Closing Date which are listed, and the pledge of assets for the purpose of securing an appealproperty subject thereto described, stay or discharge in the course of any legal proceedingSchedule VIII, provided that the aggregate amount (but without duplication) plus renewals, replacements and extensions of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described extent set forth on such Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of PropertyVIII, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iiix) the aggregate principal amount of all such indebtedness the Indebtedness, if any, secured by such Liens shall does not increase from that amount outstanding at the time of any one time exceed 5% such renewal, replacement or extension and (y) any such renewal, replacement or extension does not encumber any additional assets or properties of Total Assets Holdings or any of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsSubsidiaries;
(giv) Liens created by or pursuant to this Agreement and the Security Documents or any Additional Security Document;
(v) (x) licenses, sublicenses, leases or subleases granted by the Revolving Borrower or any of its Subsidiaries to other Persons that, in the reasonable good faith judgment of the Revolving Borrower, are not materially interfering with, or are not material to, the conduct of the business of Holdings or any of its Subsidiaries and (y) any interest or title of a lessor lessor, sublessor or sublessor licensor under any operating lease; andlease or license agreement permitted by this Agreement to which the Revolving Borrower or any of its Subsidiaries is a party;
(hvi) Liens upon assets of the Revolving Borrower or any of its Subsidiaries subject to Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Section 11.04(iv), provided that (x) such Liens only serve to secure the payment of Indebtedness (and related fees and expenses) arising under such Capitalized Lease Obligation and (y) the Lien encumbering the asset giving rise to the Capitalized Lease Obligation does not encumber any asset of Holdings or any other asset of the Revolving Borrower or any Subsidiary of the Revolving Borrower;
(vii) Liens placed upon property, equipment or machinery acquired after the Closing Date and used in the Ordinary Course of Business of the Revolving Borrower or any of its Subsidiaries and placed at the time of the acquisition thereof by the Revolving Borrower or such Subsidiary or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such property, equipment or machinery or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (x) the Indebtedness secured by such Liens is permitted by Section 11.04(iv) and (y) in all events, the Lien encumbering the equipment or machinery so acquired does not encumber any asset of Holdings or any of its Subsidiaries;
(viii) easements, rights-of-way, restrictions, encroachments and other similar encumbrances incurred in the ordinary course of business whichcharges or encumbrances, and minor title deficiencies, in the aggregate, are each case not substantial in amount securing Indebtedness and which do not materially detract from the value of the Property subject thereto or materially interfere interfering with the ordinary conduct of the business of Holdings or any of its Subsidiaries;
(ix) [Reserved];
(x) Liens arising out of the existence of judgments or awards that would not result in an Event of Default under Section 12.09 in respect of which Holdings or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review, for which adequate reserves have been established in accordance with GAAP, and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings;
(xi) statutory and common law landlords’ liens under leases to which the Revolving Borrower or any of its Subsidiaries is a party;
(xii) Liens (other than Liens imposed under ERISA) incurred in the Ordinary Course of Business in connection with workers compensation claims, unemployment insurance and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the Ordinary Course of Business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business and consistent with past practices (exclusive of obligations in respect of the payment for borrowed money);
(xiii) Permitted Encumbrances;
(xiv) Liens on any property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Revolving Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, any and any extension, renewal or replacement thereof, provided that, such extension, renewal or replacement thereof shall not cover any additional property and shall be permitted only to the extent that the principal amount of obligations secured thereby shall not exceed the principal amount of obligations so secured at the time of such extension, renewal or replacement; provided, further, that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 11.04(vii), and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any asset of Holdings or any of its Subsidiaries;
(xv) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Revolving Borrower or any of its Subsidiaries in the Ordinary Course of Business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements;
(xvi) Liens (x) incurred in the Ordinary Course of Business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets, and (y) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(xvii) 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 Revolving Borrower or any Subsidiary, in each case granted in the Ordinary Course of Business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating account arrangements;
(xviii) Liens on cash deposits (and, in respect of surety bonds only, other assets) of a Credit Party pledged to secure performance bonds, surety bonds, appeal bonds or customs bonds permitted under Section 11.04(ix);
(xix) ground leases in respect of real property on which facilities owned or leased by the Revolving Borrower or any of its Subsidiaries are located;
(xx) Liens arising from precautionary UCC financing statement filings;
(xxi) Liens that are customary contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions in the Ordinary Course of Business, (ii) relating to pooled deposit or sweep accounts of the Revolving Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business of the Revolving Borrower or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Revolving Borrower or any of its Subsidiaries in the Ordinary Course of Business;
(xxii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto and Liens arising out of deposits of cash and Cash Equivalents, security deductibles; self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of insurance in the Ordinary Course of Business;
(xxiii) additional Liens of Revolving Borrower or any Subsidiary of Revolving Borrower not otherwise permitted by this Section 11.01 that do not secure obligations in excess of $1,000,000 in the aggregate for all such Liens at any time;
(xxiv) Liens on any property or asset in connection with the sale of such property or asset contained in agreements relating to such sale pending the completion thereof, provided such sale is permitted under Section 11.02;
(xxv) In the case of (i) the Equity Interests in Non-Wholly-Owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary of a Credit Party, an encumbrance or restriction on such Equity Interest securing capital contributions to such Non-Wholly-Owned Subsidiary or Person or constituting customary rights of first refusal or tag, drag and similar rights, set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement among the holders of Equity Interests; provided, that any Asset Sales or Investments related to such encumbrance or restriction are permitted by this Agreement;
(xxvi) Liens on cash securing Indebtedness under the Cantor Commercial LOC and any other letter of credit permitted under Section 11.04(xix). In connection with the granting of Liens of the type described in clauses (iii), (vi), (vii), (xiv), (xviii) and (xxi) of this Section 11.01 by Holdings of any of its Subsidiaries, the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens).
Appears in 2 contracts
Samples: Credit Agreement (International Money Express, Inc.), Credit Agreement (Fintech Acquisition Corp. II)
Liens. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person (including, without limitation, all intellectual property and intangible technology assets, including the platform software of such Person); provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with bids, tenders, contracts, surety bonds or leases to which the Borrower any Loan Party or any Restricted Subsidiary of a Loan Party is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which overdue or, if overdue, are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens Liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g9.01(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted on equity interests in favor any Unrestricted Subsidiary, so long as such Liens secure only obligations of the Administrative Agent pursuant to the Collateral Documentssuch Unrestricted Subsidiary otherwise permitted hereunder and that is otherwise non-recourse against any Loan Parties or Restricted Subsidiaries;
(e) Liens identified and described on cash or Cash Equivalents securing any Loan Party’s or Restricted Subsidiary’s obligations in respect of the letters of credit set forth on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof8.25;
(f) Liens on property arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business;
(g) Liens on property of any Loan Party or any Restricted Subsidiary of a Loan Party created solely for the purpose of securing indebtedness Indebtedness permitted by Section 8.7(g) hereof8.07(b), representing or incurred to finance, refinance, or refund finance the purchase price of such Property, ; provided that (i) no such Lien shall extend to or cover other Property of the Borrower such Loan Party or such Restricted Subsidiary other than the respective Property so acquiredacquired (and any unimproved portion of a partially improved property where such financed asset shall be located), (ii) and the principal amount of indebtedness Indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and as increased in connection with any refinancing thereof by an amount equal to all accrued and unpaid interest and a reasonable premium or other amount paid, and reasonable fees and expenses incurred, in connection therewith;
(h) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Borrower or any Restricted Subsidiary; provided that (i) such security interests are created solely for the purpose of securing Indebtedness permitted by Section 8.07(u), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within one hundred eighty (180) days after such acquisition (or construction), (iii) the aggregate principal amount of all such indebtedness Indebtedness secured by such Liens shall thereby does not at any one time exceed 5% of Total Assets the lesser of the cost and the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of Borrower or any Restricted Subsidiary except for replacements, additions, accessions and its Subsidiaries as reflected on their most recent year-end audited financial statementsimprovements to such property and the proceeds and the products thereof;
(gi) any interest or title of a lessor or sublessor under any operating lease; and, including the filing of Uniform Commercial Code financing statements solely as a precautionary measure in connection with operating leases entered into by any Loan Party or any Restricted Subsidiary of a Loan Party in the ordinary course of its business;
(hj) easements, rights-of-way, restrictions, and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower any Loan Party or any Restricted Subsidiary;
(k) bankers’ Liens, rights of setoff and other similar Liens (including under Section 4-210 of the Uniform Commercial Code) in one or more deposit accounts maintained by any Loan Party or any Subsidiary of a Loan Party, 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;
(l) non-exclusive leases, licenses, subleases or licenses of intellectual property granted to others in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of any Loan Party or any Restricted Subsidiary;
(m) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto permitted by Section 8.07(n);
(n) Liens (i) on cash advances in favor of the seller of any Property to be acquired in a Permitted Acquisition to be applied against the purchase price for such Property, or (ii) consisting of an agreement to dispose of any Property in a Disposition permitted under Section 8.10, in each case, solely to the extent such Acquisition or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(o) Liens on Property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Loan Party or any Restricted Subsidiary of a Loan Party to the extent permitted hereunder (and not created in anticipation or contemplation thereof) and securing Indebtedness permitted under Section 8.07(p); provided that such Liens do not extend to Property not subject to such Liens at the time of acquisition;
(p) Xxxxx and rights of setoff of securities intermediaries in respect of securities accounts maintained in the ordinary course of business;
(q) Xxxxx granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(r) Liens existing on the date hereof set forth in Schedule 8.8 hereto 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 8.07(r), (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 8.07(r);
(s) other Liens securing Indebtedness and other obligations in an aggregate amount which does not exceed the greater of (x) $35,000,000 and (y) 10% of Adjusted EBITDA for the most recently ended Test Period, in the aggregate at any one time;
(t) [reserved];
(u) Liens securing any Incremental Facility, any Incremental Equivalent Debt and any Indebtedness incurred pursuant to Section 8.07(t).
Appears in 2 contracts
Samples: Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, createCreate, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any kind Person, including the Borrower or any Subsidiary) now owned or hereafter acquired by it or on any Property owned by income or revenues or rights in respect of any such Person; providedthereof, however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising on property or assets of the Borrower and its Subsidiaries existing on the Funding Date as set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the Funding Date and extensions, renewals and replacements thereof permitted hereunder;
(b) any Lien created under the Loan Documents;
(c) any Lien existing on any property or asset prior to the acquisition thereof (or the acquisition of, or merger or consolidation with, the Person owning such property or asset) by statute the Borrower or any Subsidiary, and any Lien securing obligations incurred to refinance, replace, refund, renew or extend the obligations secured by such Liens, provided that in each case (i) such Lien is not created in contemplation or in connection with worker's compensationsuch acquisition, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations (ii) such Lien does not apply to any other property or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which assets of the Borrower or any Subsidiary is a party (other than fixtures and improvements on any such real property), and (iii) the principal amount of any Indebtedness secured by such Liens shall not be increased (except by the amount of premiums, penalties, accrued and unpaid interest, fees and expenses associated with any refinancing permitted hereunder);
(d) Liens for taxes not yet due or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforcompliance with Section 5.03;
(be) statutory or common law Liens of landlords, sublandlords or grantors under easements or carriers’, warehousemen’s, mechanics', workmen's’, materialmen's’s, landlords', carriers', repairmen’s or other similar like Liens arising in the ordinary course of business with respect to obligations which in the aggregate do not materially detract from the value of the property or assets or materially impair the use thereof in the operation of the business of the Borrower and its Subsidiaries are not due overdue for a period of more than ninety (90) days or which are being contested in good faith by appropriate proceedings and for which prevent enforcement of adequate reserves with respect thereto are maintained on the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities books of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsectionor the affected Subsidiary as the case may be, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofaccordance with GAAP;
(f) Liens on property pledges and deposits made in the ordinary course of the Borrower business in compliance with workmen’s compensation, unemployment insurance and other social security laws or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinanceregulations, or refund to secure the purchase price performance of Propertytenders, provided that statutory or public obligations (i) no such Lien shall extend to including, without limitation, environmental, municipal and public utility commission obligations and requirements), surety and appeal bonds, bids, government contracts, performance and return-of-money bonds or cover other Property obligations of a like nature, in each case incurred in the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount ordinary course of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsbusiness;
(g) any interest or title deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a lessor or sublessor under any operating lease; andlike nature incurred in the ordinary course of business;
(h) zoning restrictions, easements, rights-of-way, restrictions, restrictions on use of real property and other similar encumbrances and minor title defects incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(j) with respect to the Mortgaged Property, all Liens disclosed in the Mortgage Policies, as of the Funding Date, relating to the applicable Mortgaged Property or any part thereof;
(k) Liens securing obligations under sale leaseback transactions permitted by Section 6.03 covering only the assets subject to such transactions;
(l) judgment Liens securing judgments not constituting an Event of Default under Article VII;
(m) Liens on the Equity Interests of Excluded Subsidiaries securing Non-Recourse Indebtedness;
(n) other Liens securing liabilities hereunder in an aggregate amount not to exceed $25,000,000 at any time outstanding;
(o) with respect to Mortgaged Property that is leased, subleased or subject to a Generating Plant Easement, (i) the lease, sublease or easement agreement, as applicable, and the interest or title of the lessor, sublessor or grantor thereunder and (ii) any Liens encumbering the title of such lessor, sublessor or grantor, as applicable, in the Mortgaged Property arising after the date hereof and subordinate in all respects to the Lien granted and evidenced by the Mortgages;
(p) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiaryof its Subsidiaries; provided each such lease, license, sublease and sublicense entered into after the Funding Date are subordinated in all respects to the Lien granted and evidenced by the Mortgages;
(q) Liens securing Non-Recourse Indebtedness incurred pursuant to Section 6.01(h); provided that such Liens shall not extend to assets of the Loan Parties other than the Equity Interests in the related Project Subsidiaries;
(r) Liens securing Indebtedness in respect of Hedging Agreements;
(s) Liens of sellers of goods, gas or oil to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or under other state statutes in the ordinary course of business, covering only the goods, gas or oil sold and covering only the unpaid purchase price for such goods, gas or oil and related expenses;
(t) Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights, contractual rights of setoff or netting arrangements entered into in the ordinary course of business and similar rights with respect to deposit accounts, commodity accounts and/or securities accounts;
(u) Liens arising in the ordinary course of business to secure liability (in an amount not in excess of the premium for such insurance) for premiums to insurance carriers;
(v) any Permitted PPA Counterparty Lien; provided each PPA Counterparty Lien entered into on or after the date hereof are subordinate to the Liens granted and evidenced by the Mortgages;
(w) utility and similar deposits made by the Borrower or its Subsidiaries in the ordinary course of business;
(x) good faith deposits made in connection with investments permitted hereunder;
(y) Liens granted by a Person in favor of a commercial trading counterparty pursuant to a netting agreement, which Liens encumber rights under agreements that are subject to such netting agreement and which Liens secure such Person’s obligations to such counterparty under such netting agreement; provided (x) that any such agreements and netting agreements are entered into in the ordinary course of business; and (y) that the Liens are incurred in the ordinary course of business and when granted, do not secure obligations which are past due;
(z) Liens securing obligations with respect to contracts (other than for Indebtedness) for commercial and trading activities for the purchase, distribution, sale, lease or hedge of any energy-related commodity or service (including contracts and derivative financial instruments entered into with respect to electric energy or capacity, emissions allowances, fuel and other commodities);
(aa) Liens (A) on cash and short-term investments (i) deposited by the Borrower or any of its Subsidiaries in margin accounts with or on behalf of futures contract brokers or paid over to other counterparties or (ii) pledged or deposited as collateral to a contract counterparty or issuer of surety bonds or letters of credit by the Borrower or any of its Subsidiaries, in the case of clause (i) or (ii), to secure obligations with respect to (a) contracts for commercial and trading activities in the ordinary course of business and contracts (including without limitation, physical delivery, option (whether cash or financial), exchange, swap and futures contracts) for the purchase, transmission, distribution, sale, lease or hedge of any energy-related commodity or service or (b) interest rate, commodity price, or currency rate management contracts or derivatives and (B) encumbering assets other than accounts or receivables arising out of contracts or agreements relating to the generation, distribution or transmission of energy; provided that all such agreements or contracts are entered into in the ordinary course of business;
(bb) any restrictions on any Equity Interest or undivided interests, as the case may be, of a Person providing for a breach, termination or default under any joint venture, stockholder, membership, limited liability company, partnership, owners’, participation or other similar agreement between such Person and one or more other holders of Equity Interests or undivided interests of such Person, as the case may be, if a security interest or Lien is created on such Equity Interest or undivided interest, as the case may be, as a result thereof; and
(cc) any customary provisions limiting the disposition or distribution of assets or property (including without limitation Equity Interests) or any related restrictions thereon in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an un-divided interest; provided, however, that any such limitation is applicable only to the assets that are the subjects of such agreements.
Appears in 2 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Liens. The Borrower shall Holdings will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, assume, or permit suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to Holdings or any of its Subsidiaries), or assign any right to receive income or permit the filing of any kind on financing statement under the UCC or any Property owned by other similar notice of Lien under any such Personsimilar recording or notice statute; provided, however, provided that the foregoing provisions of this Section 8.01 shall not apply prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to nor operate to prevent:as "Permitted Liens"):
(ai) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP or which are immaterial;
(ii) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations respect of property or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower assets of Holdings or any Subsidiary is a party or other cash deposits required to be made of its Subsidiaries imposed by law, which were incurred in the ordinary course of business, provided in each case that the obligation is business and do not secure Indebtedness for borrowed money and that the obligation secured is not overdue ormoney, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanicssuch as carriers', workmenwarehousemen's, materialmen's, landlords', carriers', or 's and mechanics' liens and other similar Liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of Holdings' or such Subsidiary's property or assets or materially impair the use thereof in the operation of the business with respect to obligations which are not due of Holdings or such Subsidiary or (y) which are being contested in good faith by appropriate proceedings, which proceedings which prevent enforcement have the effect of preventing the forfeiture or sale of the matter under contestproperty or assets subject to any such Lien;
(ciii) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof Liens in existence on the Closing Date which are listed, and the pledge of assets for property subject thereto described, in Schedule 8.01, but only to the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereonrespective date, if any, shall set forth in such Schedule 8.01 for the removal, replacement and termination of any such Liens, plus renewals, replacements and extensions of such Liens to the extent set forth on Schedule 8.01, provided that (x) the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not be in excess increase from that amount outstanding at the time of $500,000 at any one time outstandingsuch renewal, replacement or extension and (y) any such renewal, replacement or extension does not encumber any additional assets or properties of Holdings or any of its Subsidiaries;
(div) the Liens granted in favor of the Administrative Agent created pursuant to the Collateral Documents;
(ev) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereoflicenses, sublicenses, leases or subleases granted to other Persons not materially interfering with the conduct of the business of Holdings or any of its Subsidiaries;
(fvi) Liens on property upon assets of the Borrower or any of its Subsidiaries subject to Capital Lease Obligations to the extent such Capital Lease Obligations are permitted by Section 8.04(iv), provided that (x) such Liens only serve to secure the payment of Indebtedness arising under such Capital Lease Obligation and (y) the Lien encumbering the asset giving rise to the Capital Lease Obligation does not encumber any other asset of Holdings or any of its Subsidiaries;
(vii) Liens placed upon property acquired after the Closing Date and used in the ordinary course of business of the Borrower or any of its Subsidiaries at the time of the acquisition thereof by the Borrower or any such Subsidiary created or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereoffinancing the acquisition of any such property or extensions, representing renewals or incurred to finance, refinance, replacements of any of the foregoing for the same or refund the purchase price of Propertya lesser amount, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iiix) the aggregate outstanding principal amount of all such indebtedness Indebtedness secured by such Liens permitted by this clause (vii) shall be permitted by Section 8.04(iv) and (y) in all events, the Lien encumbering the equipment so acquired does not at encumber any one time exceed 5% other asset of Total Assets Holdings or any of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsSubsidiaries;
(gviii) any interest or title of a lessor or sublessor under any operating lease; and
(h) Permitted Encumbrances and other easements, rights-of-way, restrictions, zoning rights, encroachments and other similar encumbrances incurred charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of Holdings or any of its Subsidiaries;
(ix) Liens arising from precautionary UCC financing statement filings regarding operating leases;
(x) Liens arising out of the existence of judgments or awards to the extent not constituting an Event of Default under Section 9.01(i);
(xi) (i) statutory and common law landlords' liens under leases to which Holdings or any of its Subsidiaries is a party and (ii) landlord Liens in existence on the Closing Date arising under lease contracts and, after the Closing Date, such other landlord Liens arising under new or renewed lease contracts in the ordinary course of business whichbusiness, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of provided that the Borrower or and its Subsidiaries shall use reasonable efforts to ensure that no such lease contracts contain any Subsidiary.such landlord Liens;
Appears in 2 contracts
Samples: Credit Agreement (Globe Manufacturing Corp), Credit Agreement (Globe Manufacturing Corp)
Liens. The Borrower Company shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, create, incur, assume or permit suffer to exist any Lien upon any of any kind on any Property its property or assets whether now owned by any such Person; providedor hereafter acquired, however, that the foregoing shall not apply to nor operate to preventexcept:
(ai) Liens arising by statute in connection with worker's compensationexisting prior to the date of this Agreement, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforas set forth on Schedule 6C attached hereto;
(bii) mechanics'Liens for taxes not yet due, workmen's, materialmen's, landlords', carriers', and Liens for taxes or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which imposed by ERISA that are being contested in good faith by appropriate proceedings and with respect to which prevent enforcement of the matter under contestadequate reserves are being maintained;
(ciii) judgment liens statutory Liens of landlords and judicial attachment liens not constituting an Event Liens of Default under Section 9.1(g) hereof carriers, warehousemen, mechanics, materialmen and the pledge of assets for the purpose of securing an appeal, stay or discharge other Liens imposed by law created in the ordinary course of any legal proceeding, provided business for amounts not yet due or that the aggregate amount (but without duplication) of such judgment liens are being contested in good faith by appropriate proceedings and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingwith respect to which adequate reserves are being maintained;
(div) Liens incurred or deposits made in the Liens granted ordinary course of business in favor connection with workers' compensation, unemployment insurance and other types of social security, or to secure the Administrative Agent pursuant to performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of- money bonds and other similar obligations (exclusive of obligations for the Collateral Documentspayment of borrowed money);
(ev) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Propertymoney debt, provided that (i) no such the Lien shall in each instance does not extend to or cover other Property of beyond the Borrower or such Subsidiary other than assets acquired with the respective Property so acquiredpurchase money debt, and (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price aggregate of such Property, as reduced by repayments debt so secured does not exceed five percent (5%) of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsConsolidated Net Worth;
(gvi) any interest or title Liens consisting of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, encumbrances in the nature of zoning restrictions, easements and other similar encumbrances incurred in rights or restrictions of record on the ordinary course use of business whichreal property, in the aggregate, are not substantial in amount and which do not materially detract from the value of such property or impair the Property subject thereto or materially interfere with the ordinary conduct of use thereof in the business of such Person; and
(vii) Liens securing the Borrower or any Subsidiaryobligations due to the parties to the Intercreditor Agreement.
Appears in 2 contracts
Samples: Note Agreement (Gold Kist Inc), Note Agreement (Gold Kist Inc)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, Create or permit suffer to exist any Lien upon any of any kind on any its Property owned by any such Person; providedexcept the following (collectively, however, that the foregoing shall not apply to nor operate to prevent:“Permitted Liens”):
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement favor of the matter Lender under contest and adequate reserves have been established thereforthe Security Documents;
(b) mechanics'Liens in favor of Bank of America securing Bank of America Indebtedness; provided, workmen's, materialmen's, landlords', carriers', or other similar Liens arising however that the secured Indebtedness thereunder remains secured only by the assets listed in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement Section 7.1 of the matter under contestBank of America Agreement as in effect on the Closing Date;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and Liens with respect to Leases provided such Liens apply only to the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingunderlying leased assets;
(d) the Liens granted in favor of the Administrative Agent pursuant with respect to Purchase Money Indebtedness provided such Liens apply only to the Collateral Documentsunderlying purchased assets;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereoffor Taxes not yet due or being Properly Contested;
(f) statutory Liens on property (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofBusiness, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that but only if (i) no such Lien shall extend to or cover other Property payment of the Borrower obligations secured thereby is not yet due or such Subsidiary other than the respective Property so acquiredis being Properly Contested, and (ii) such Liens do not materially impair the principal amount value or use of indebtedness secured by the Property or materially impair operation of the business of any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereonBorrower or Subsidiary, and (iii) with respect to any statutory Liens under the aggregate principal amount California Producer’s Liens Law in favor of all such indebtedness secured by such California sellers of farm products and statutory Liens shall not at any one time exceed 5% in favor of Total Assets California sellers of PACA Commodities and tree and viticultural fruit, the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsBorrowers are in compliance with Section 7.9;
(g) any interest Liens incurred or title deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (except those relating to Indebtedness), statutory obligations and other similar obligations, or arising as a lessor or sublessor result of progress payments under any operating lease; andgovernment contracts;
(h) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers in favor of Bank of America;
(i) Liens arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are in existence for less than 60 consecutive days or being Properly Contested;
(j) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances incurred on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business;
(k) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on payment items in the course of collection;
(l) existing Liens shown on Schedule 8.2;
(m) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the ordinary course in respect of business which, in the aggregate, are obligations not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the overdue; and
(n) Liens on farm products purchased by a Borrower or Subsidiary that have been granted by the sellers of such farm products to secured creditors of such seller, provided that such Borrower or Subsidiary has complied with Section 7.10 with respect to such Liens. Notwithstanding anything to the contrary in this Section 8.2, except as permitted by Section 8.2(b), 8.2(c), 8.2(d), 8.2(e), 8.2(h), 8.2(k) and 8.2(l), Permitted Liens shall not include any SubsidiaryLien covering Equipment.
Appears in 2 contracts
Samples: Loan and Guaranty Agreement (Seneca Foods Corp), Loan and Guaranty Agreement (Seneca Foods Corp)
Liens. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets, or assign any right to receive income or permit the filing of any kind on financing statement under the UCC or any Property owned by other similar notice of Lien under any such Personsimilar recording or notice statute; provided, however, provided that the foregoing provisions of this Section 9.01 shall not apply prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to nor operate to prevent:as "Permitted Liens"):
(a) inchoate Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, for taxes, assessmentsassessments or governmental charges or levies not yet due and payable or Liens for taxes, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), or levies being contested in good faith cash deposits and by appropriate proceedings for which adequate reserves have been established in connection accordance with tendersGAAP, contractswhich proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;
(b) Liens in respect of property or assets of the Borroweror any of its Subsidiaries imposed by law, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made were incurred in the ordinary course of business, provided in each case that the obligation is business and do not secure Indebtedness for borrowed money and that the obligation secured is not overdue ormoney, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanicssuch as carriers', workmenwarehousemen's, materialmen's, landlords', carriers', or vendor's and mechanics' liens and other similar Liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Borrower's or such Subsidiary's property or assets or materially impair the use thereof in the operation of the business with respect to obligations which are not due of the Borrower or such Subsidiary or (y) which are being contested in good faith by appropriate proceedings, which proceedings which prevent enforcement have the effect of preventing the forfeiture or sale of the matter under contestproperty or assets subject to any such Lien;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof Liens in existence on the Effective Date which are listed, and the pledge property subject thereto described, in Schedule 9.01, plus renewals, replacements and extensions of such Liens; provided that (x) the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not increase from that amount outstanding at the time of any such renewal or extension and (y) any such renewal or extension does not encumber any additional assets or properties of the Borrower or any of its Subsidiaries;
(d) Permitted Encumbrances;
(e) Liens created pursuant to the Security Documents or in favor of the Collateral Agent for the purpose benefit of securing an appealthe Secured Creditors;
(f) Liens arising pursuant to licenses, stay leases or discharge subleases granted to other Persons in the ordinary course of any legal proceeding, provided that business not materially interfering with the aggregate amount (but without duplication) conduct of such judgment liens and liabilities the business of the Borrower and its Subsidiaries secured by taken as a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower whole or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; lease permitted by Section 9.04(d) so long as such leases or subleases of Real Property constituting Collateral are subordinate in all respects to the Liens granted and evidenced by the Security Documents on such Collateral and, in the case of any lease or sublease affecting any Mortgaged Property, such lease or sublease shall also be entered into in compliance with the provisions of the applicable Mortgage;
(hg) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business whichcharges or encumbrances, and minor title deficiencies, in the aggregateeach case whether now or hereafter in existence, are not substantial in amount securing Indebtedness and which do not materially detract from the value of the Property subject thereto or materially interfere interfering with the ordinary conduct of the business of the Borrower or any of its Subsidiaries on the Real Property subject thereto;
(h) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(i) Liens arising out of the existence of judgments or awards not constituting an Event of Default under Section 10.09; provided that no cash or property is deposited or delivered to secure the respective judgment or award (or any appeal bond in respect thereof, except as permitted by clause (k) below);
(j) statutory and common law landlords' liens under leases to which the Borrower or any of its Subsidiaries is a party;
(k) Liens (other than any Lien imposed by ERISA) (x) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or (y) to secure the performance of tenders, statutory, regulatory, contractual or warranty requirements or obligations, 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) incurred in the ordinary course of business for amounts not yet delinquent or, to the extent such amounts are so delinquent, such amounts are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted if (i) adequate reserves with respect thereto are maintained on the books of the Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) the contest thereof shall have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and to the extent such liens are not imposed by law, such Lien shall in no event encumber any Collateral other than cash or Cash Equivalents;
(l) Liens (which may be pari passu with Liens securing Obligations) granted in favor of a Bank to secure Obligations of the Borrower and its Subsidiaries in respect of Interest Rate Protection Agreements and Other Hedging Agreements permitted under this Agreement;
(m) Liens in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course of business and which are within the general parameters customary in the banking industry;
(n) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods;
(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business in accordance with the past practices of the Borrower and its Subsidiaries prior to the Effective Date;
(p) Liens arising pursuant to Capitalized Lease Obligations and purchase money obligations or security interests securing Indebtedness representing the purchase price (or financing of the purchase price within 180 days after the respective purchase) of assets acquired after the Effective Date; provided that (i) any such Liens attach only to the assets so purchased and does not encumber any other asset of the Borrower or any of its Subsidiaries, (ii) the Indebtedness secured by any such Lien (including refinancings thereof) does not exceed 100% of the lesser of the fair market value or the purchase price of the property being purchased at the time of the incurrence of such Indebtedness, (iii) any such Lien shall be created within 180 days of such acquisition or construction or, in the ease of a refinancing of any purchase money obligation, within 180 days of such refinancing, and (iv) the Indebtedness secured thereby is permitted to be incurred pursuant to Section 9.04(d);
(q) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 9.04(g), and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Subsidiaries;
(r) Deposits made in the ordinary course of business to secure liability to insurance carriers in an amount not to exceed $1,000,000 in the aggregate at any time outstanding;
(s) Liens arising out of or created by motor vehicle leases in an amount not to exceed $12,500,000 in the aggregate at any time outstanding;
(t) Liens securing reimbursement obligations with respect to commercial letters of credit not issued under this Agreement; and
(u) Liens not otherwise permitted by the foregoing clauses (a) through (t) to the extent attaching to properties and assets with an aggregate fair value not in excess of and securing liabilities not in excess of $500,000 in the aggregate at any time outstanding; provided that no consensual Liens created pursuant to the foregoing clauses (a) through (u) of this Section 9.01 (other than the Liens described in clauses (e) and (l) of this Section 9.01) shall extend to or cover any Pledge Agreement Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Appliance Warehouse of America Inc), Credit Agreement (Coinmach Corp)
Liens. The Parent and Borrower shall will not, nor shall it and will not permit any of its their Subsidiaries to, create, incur, assume or permit suffer to exist any Lien upon or with respect to any Collateral, whether now owned or hereafter acquired, or sell any such Collateral subject to an understanding or agreement, contingent or otherwise, to repurchase such Collateral (including sales of accounts receivable with recourse to the Parent or any of its Subsidiaries), or assign any right to receive income or permit the filing of any kind on financing statement under the UCC or any Property owned by other similar notice of Lien under any such Personsimilar recording or notice statute; provided, however, provided that the foregoing provisions of this Section 9.01 shall not apply prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to nor operate to prevent:as “Permitted Liens”):
(a) inchoate Liens arising by statute for Taxes not yet due and payable or Liens for Taxes being contested in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits and by appropriate proceedings for which adequate reserves have been established in connection accordance with tendersgenerally accepted accounting principles;
(b) Liens imposed by law, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made were incurred in the ordinary course of business, provided in each case that the obligation is business and do not secure Indebtedness for borrowed money and that the obligation secured is not overdue ormoney, if overduesuch as carriers’, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen'swarehousemen’s, materialmen's, landlords', carriers', or ’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Collateral and do not materially impair the use thereof in the operation of the business with respect to obligations which are not due of the Parent or such Subsidiary or (y) which are being contested in good faith by appropriate proceedings, which proceedings which prevent enforcement (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the matter under contestCollateral subject to any such Lien;
(c) judgment liens Liens in existence on the date of this Agreement which are listed, and judicial attachment liens the property subject thereto described, in Schedule IV, without giving effect to any renewals or extensions of such Liens, provided that the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not constituting increase from that amount outstanding on the Closing Date, less any repayments of principal thereof;
(d) Permitted Encumbrances;
(e) Liens created pursuant to the Security Documents;
(f) Liens arising out of judgments, awards, decrees or attachments with respect to which the Parent or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review, provided that the aggregate amount of all such judgments, awards, decrees or attachments shall not constitute an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements10.09;
(g) Liens (other than any interest Lien imposed by ERISA) incurred or title deposits made in the ordinary course of a lessor or sublessor under any operating lease; and
business in connection with workers’ compensation, unemployment insurance and other types of social security, Liens to secure the performance of tenders, statutory obligations (h) easementsother than excise taxes), rights-of-waysurety, restrictionsstay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar encumbrances obligations in each case incurred in the ordinary course of business which(exclusive of obligations for the payment of borrowed money) and Liens arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that the aggregate value of all cash and property at any time encumbered pursuant to this clause (vii) shall not exceed $5,000,000;
(h) Liens in respect of seamen’s wages which are not past due and other maritime Liens for amounts not past due arising in the ordinary course of business and not yet required to be removed or discharged under the terms of the respective Vessel Mortgages;
(i) Liens securing the Senior Credit Facilities subject to the Intercreditor Agreement; and
(j) Liens securing Interest Rate Protection Agreements or Other Hedging Agreement, in each case, entered into in the aggregateordinary course of business and consistent with past practices. In connection with the granting of Liens described above in this Section 9.01 by the Parent or any of its Subsidiaries, are not substantial the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate by it in amount and which do not materially detract from the value connection therewith (including, without limitation, by executing appropriate lien subordination agreements in favor of the Property subject thereto holder or materially interfere with the ordinary conduct holders of such Liens, in respect of the business item or items of the Borrower equipment or any Subsidiaryother assets subject to such Liens).
Appears in 2 contracts
Samples: Credit Agreement (Oaktree Capital Management Lp), Credit Agreement (General Maritime Corp / MI)
Liens. The Borrower shall will not, nor shall it and will not permit any of its Restricted Subsidiaries to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) Liens for the payment of taxes which are not yet due and payable or the payment of which is not required by Section 6.8;
(b) Liens (i) arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges charges, (other than Liens arising under ERISA), good faith cash deposits ii) in connection with bids, tenders, contracts, contracts or leases to which the Borrower or any Restricted Subsidiary is a party or other (iii) to secure public or statutory obligations of such Person or deposits of cash or Cash Equivalents to secure surety or appeal bonds to which such Person is a party, or deposits required to be made as security for contested taxes or for the payment of rent, in each case, incurred in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(bc) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not overdue by a period of more than 30 days or if more than 30 days over due (i) which could not reasonably be expected to have a Material Adverse Effect or (ii) which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingproceedings;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Restricted Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g6.14(d) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, ; provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Restricted Subsidiary other than the respective Property so acquiredacquired or similar Property acquired from the same lender or its Affiliates, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of all such Property;
(f) Liens assumed in connection with Permitted Acquisitions;
(g) easements, rights‑of‑way, restrictions, and other similar encumbrances as reduced to the use of real property of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business which do not impair their use in the operation of the business of such Person;
(h) Liens in favor of (i) Fifth Third Bank created pursuant to the Clearing Agreement and/or (ii) one (1) or more financial institutions pursuant to similar sponsorship, clearinghouse and/or settlement arrangements; provided that no Liens permitted under this clause (ii) will extend to cover Property of the Borrower or any Restricted Subsidiary other than that held by repayments the other party to such agreement and the amount of principal thereonsuch Lien shall not exceed the amount owed by the Borrower or any Restricted Subsidiary under such agreement;
(i) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;
(j) Liens arising from judgments or decrees for the payment of money in circumstances not constituting an Event of Default under Section 7.1;
(k) any interest or title of a lessor, sublessor, licensor or sublicensor or Lien securing a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease not prohibited by this Agreement;
(l) licenses and sublicenses of intellectual property granted in the ordinary course of business;
(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 that does not materially interfere with the ordinary course of conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole;
(n) Liens (i) of a collection bank arising under Section 4‑210 of the UCC 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 a banking institution arising as a matter of law encumbering deposits (including the right to set off), which are within the general parameters customary in the banking industry;
(o) Liens (i) on cash advances in favor of the seller of any property to be acquired in an investment permitted pursuant to Section 6.17 to be applied against the purchase price for such investment or (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 6.16;
(p) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents;
(q) 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, automatic clearing house 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 with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;
(r) Liens solely on any xxxx xxxxxxx money deposits or escrow arrangements made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(t) Liens incurred to secure any obligations; provided that the aggregate principal amount of all such indebtedness obligations secured by such Liens Liens, together with all Refinancing Indebtedness in respect thereof, shall not at any one time exceed 5the greater of $300.0 million and 4.0% of Consolidated Total Assets (measured as of the Borrower date such Liens are incurred and its Subsidiaries as reflected based upon the financial statements most recently delivered on their most recent year-end audited financial statementsor prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination);
(gu) any interest Liens in favor of the issuer of customs, stay, performance, bid, appeal or title surety bonds or completion guarantees and other obligations of a lessor like nature or sublessor letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;
(v) Liens existing on the Restatement Effective Date and described on Schedule 6.15;
(w) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary or concurrently therewith; provided further that such Liens may not extend to any other property owned by the Borrower or any of its Restricted Subsidiaries; provided further that such Liens secure Indebtedness permitted to be incurred under clause (y) of Section 6.14(s);
(x) Liens on property at the time the Borrower or a Subsidiary acquired the property or concurrently therewith, including any acquisition by means of a merger or consolidation with or into the Borrower or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further that the Liens may not extend to any other property owned by the Borrower or any of its Restricted Subsidiaries; provided further that such Liens secure Indebtedness permitted to be incurred under clause (y) of Section 6.14(s);
(y) Liens on specific items of inventory or other goods and the proceeds thereof of any Person securing such Person’s obligations under any operating lease; and
(h) easementsagreement to facilitate the purchase, rights-of-way, restrictionsshipment or storage of such inventory or other goods, and other similar encumbrances incurred pledges or deposits in the ordinary course of business whichsecuring inventory purchases from vendors;
(z) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness permitted by Section 6.14 and secured by any Lien referred to in the aggregateforegoing clauses (e), are not substantial in amount (v), (w) and which do not materially detract from the value (x); provided, however, that (i) such new Lien shall be limited to all or part of the Property subject thereto or materially interfere with same property that secured the ordinary conduct original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the business of Indebtedness described under clauses (e), (v), (w) and (x) at the time the original Lien became a Permitted Lien hereunder, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
(aa) Liens to secure any Indebtedness permitted by Section 6.14(b) to the extent that the Borrower or any Subsidiaryother Loan Party is required to post segregated collateral to any clearing agency in respect of any such Indebtedness as required, or as may be required, by the Commodity Exchange Act, any regulations thereto, or any other applicable legislation or regulations in connection therewith; and
(bb) Liens to secure (x) Refinancing Indebtedness, (y) Incremental Equivalent Debt and (z) Indebtedness allowed under Section 6.14(x).
Appears in 2 contracts
Samples: Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.)
Liens. The Borrower shall Credit Parties will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien of any kind on any Property or asset now owned or hereafter acquired by it, or assign or sell any such Person; providedincome or revenues (including accounts receivable) or rights in respect of any thereof, however, that except (the foregoing shall not apply to nor operate to prevent:following being called “Permitted Liens”):
(a) Liens arising created hereunder or under the other Loan Documents;
(b) any Lien on any property or asset of any Credit Party existing on the date hereof and set forth in Schedule 8.1 (excluding, however, following the making of the initial Loans hereunder, the Liens in favor of any Person other than the Lender securing Indebtedness not designated on said schedule as Indebtedness to remain outstanding following the funding of the initial Loans), provided that (i) such Lien shall not apply to any other property or asset of any Credit Party and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) Liens imposed by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, any Governmental Authority for taxes, assessments, statutory obligations assessments or other similar charges not yet delinquent or (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course case of business, provided property taxes and assessments not exceeding $250,000 in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if aggregate more than 90 days overdue, is ) which are being contested in good faith and by appropriate proceedings which prevent enforcement if adequate reserves with respect thereto are maintained on the books of the matter under contest applicable Credit Party in accordance with GAAP and adequate which reserves have been established thereforshall be acceptable to the Lender;
(bd) landlords’, carriers’, warehousemen’s, mechanics', workmen's’, materialmen's’s, landlords', carriers', repairmen’s or other similar like Liens, and vendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, arising in the ordinary course of business with respect to obligations which are not due overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings which prevent enforcement of and Liens securing judgments (including, without limitation, pre-judgment attachments) but only to the matter under contest;
(c) judgment liens extent for an amount and judicial attachment liens for a period not constituting resulting in an Event of Default under Section 9.1(g9.1(j) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentshereof;
(e) Liens identified pledges or deposits under worker’s compensation, unemployment insurance and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofother social security legislation and pledges or deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), utility purchase obligations, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not substantial material in amount amount, and which do not not, in the aggregate, materially detract from the value of the Property subject thereto of any Credit Party or materially interfere with the ordinary conduct of the business of any Credit Party;
(g) Liens consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law, and Liens on documents presented in letter of credit drawings; and
(h) Liens on fixed or capital assets, including real or personal property, acquired, constructed or improved by any Credit Party, provided that (A) such Liens secure Indebtedness (including Capital Lease Obligations) permitted by Section 8.1(d), (B) such Liens and the Borrower Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement or were in effect at the time the Credit Parties acquired the assets or stock, (C) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, and (D) such security interests shall not apply to any Subsidiaryother property or assets of the Credit Parties.
Appears in 2 contracts
Samples: Credit and Security Agreement (Ufp Technologies Inc), Credit and Security Agreement (Ufp Technologies Inc)
Liens. The Each of Parent and Borrower shall not, nor shall it permit any of its Subsidiaries other Loan Party to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien of upon any kind on any Property owned by any such Person; providedCollateral other than, howeverwith respect to the Borrowing Base Properties, that the foregoing shall not apply to nor operate to preventfollowing:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01;
(c) Liens for taxes not yet due and payable or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith and by appropriate proceedings which prevent enforcement diligently conducted, if adequate reserves with respect thereto are maintained on the books of the matter under contest and adequate reserves have been established thereforapplicable Person in accordance with GAAP;
(bd) carriers’, warehousemen’s, mechanics', workmen's’, materialmen's’s, landlords', carriers', repairmen’s or other similar like Liens arising in the ordinary course of business with respect to obligations which are not due overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings which prevent enforcement diligently conducted, if adequate reserves with respect thereto are maintained on the books of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentsapplicable Person;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, restrictive covenants, encroachments, protrusions and other similar encumbrances incurred affecting real property disclosed in the ordinary course of business Title Insurance Policies and which, in the aggregate, are not substantial in amount amount, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower applicable Person;
(f) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(i);
(g) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person;
(h) Liens securing obligations in the nature of personal property financing leases for furniture, furnishings or similar assets, Capital Leases Obligations and other purchase money obligations for fixed or capital assets; provided that (i) such Liens do not at any Subsidiarytime encumber any property other than the property financed by such Indebtedness, (ii) the obligations 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) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capital Leases;
(i) Liens securing obligations in the nature of 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;
(j) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies issued in connection with the Mortgages; and
(k) such other title and survey exceptions as Administrative Agent has approved in writing in Administrative Agent’s reasonable discretion;
(l) and, with respect to all other Collateral, Liens described in clauses (a) and (c) above.
Appears in 2 contracts
Samples: Credit Agreement (STAG Industrial, Inc.), Credit Agreement (STAG Industrial, Inc.)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, provided that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, ; provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens Liens and judicial attachment liens Liens not constituting an Event of Default under Section 9.1(g7.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property equipment of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g6.1(b) hereofand (e), representing or incurred to finance, refinance, or refund finance the purchase price of such Property, ; provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) any interest or title of a lessor or sublessor under any operating lease; and;
(hf) easements, rights-of-rights of way, restrictions, and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;
(g) Liens existing on the date hereof and listed on Schedule 6.2;
(h) other Liens not otherwise permitted by this Section securing indebtedness and other obligations in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; and
(i) Liens granted in favor of Administrative Agent pursuant to the Collateral Documents.
Appears in 2 contracts
Samples: Credit Agreement (Duluth Holdings Inc.), Credit Agreement (Duluth Holdings Inc.)
Liens. The Borrower shall not, nor shall it Shall not create or permit or suffer to exist any Liens on any of its Subsidiaries to, create, incur, or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that property except the foregoing shall not apply to nor operate to prevent:following (“Permitted Liens”):
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, securing the Obligations;
(b) Liens for taxes, assessments, and charges or levies instituted or levied by any Governmental Entity (but not including any Lien imposed pursuant to ERISA or any Environmental Law) which are not yet due and payable or which are being Properly Contested;
(c) The claims of Third Parties arising out of operation of law (including any statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash applicable law in favor of a landlord of Borrowers) so long as the obligations secured thereby are not past due or are being Properly Contested;
(d) Liens existing in respect of deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be pledges made in the ordinary course of businessbusiness in connection with workers’ compensation, provided in each case that the obligation is not for borrowed money unemployment insurance, social security, and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentslaws;
(e) Judgment and other similar non-tax Liens identified arising in connection with court proceedings, but only to the extent and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that so long as (i) no the execution or enforcement of such Lien shall extend Liens is and continues to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, be effectively stayed and bonded on appeal; (ii) the principal validity or amount of indebtedness the claims secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, thereby are being Properly Contested; and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business whichdo not, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property assets of the Person whose assets are subject thereto to such Lien or materially interfere with impair the ordinary conduct use thereof in the operation of such Person’s business;
(f) Liens securing purchase money Debt incurred solely to purchase Equipment, but only to the extent such Liens attach only to the Equipment purchased and secure no more than the purchase price therefor;
(g) Liens in favor of a consignor of Goods consigned to such Borrower (as consignee), but only to the extent such Lien arises on account of Section 9-103(d) of the business UCC;
(h) Liens on such Borrower’s Inventory which is on consignment from such Borrower, as consignor, to another Person, as consignee, but only if (i) such Liens are in favor of such Person’s creditors, (ii) such Inventory is on consignment pursuant to a written consignment agreement which is described in the Collateral Disclosure Certificate or which has otherwise been approved in writing by Lender, and (iii) the applicable consignment agreement creates a “consignment” (as such term is defined and used in the UCC); and
(i) Liens listed in Schedule 7.2, attached hereto and made a part hereof, to the extent such Liens exist as of the Borrower or any SubsidiaryClosing Date and are not otherwise permitted by this Section 7.2.
Appears in 2 contracts
Samples: Loan and Security Agreement (Dreams Inc), Loan and Security Agreement (Dreams Inc)
Liens. The Borrower Company shall not, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any the Company or such PersonSubsidiary; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower Company or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers'’, or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g10.1(h) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower Company and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 50,000,000 at any one time outstanding;
(d) the Liens granted in favor on Property of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower Company or any Subsidiary of its Subsidiaries created solely for the purpose of securing purchase money indebtedness permitted by Section 8.7(g) hereofor Capitalized Lease Obligations and, representing or incurred to finance, refinance, refinance or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower Company or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, Property as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) leases or subleases granted to others in the ordinary course of business and any interest or title of a lessor or sublessor under any operating lease; andlease permitted by this Agreement;
(hf) easementscustomary rights of set off, rights-of-wayrevocation, restrictions, and refund or chargeback under deposit agreements or under the Uniform Commercial Code in favor of banks or other similar encumbrances incurred financial institution where the Company or any Subsidiary maintains deposits in the ordinary course of business which, business;
(g) Liens constituting encumbrances in the aggregatenature of zoning restrictions, are not substantial in amount condemnations, easements, encroachments, covenants, rights of way, minor defects, irregularities and rights or restrictions of record on the title or use of real property, which do not materially detract from the value of the Property subject thereto such property or materially interfere with impair the ordinary conduct of use thereof in the business of the Borrower Company or any Subsidiary; and
(h) Liens other than those permitted by any of the foregoing subsections (a) through (g) provided such Liens do not at any time secure obligations exceeding 10% of Net Worth as then determined and computed.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement, Credit Agreement (Gallagher Arthur J & Co)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, Not create or permit to exist any Lien of with respect to any kind on any Property assets now owned by any such Person; providedor hereafter acquired, however, that except the foregoing shall not apply to nor operate to prevent:following Liens (herein collectively called the “Permitted Liens”)
(a) Liens arising by statute granted in connection with worker's compensationthe acquisition of property after the date hereof and attaching only to the property being acquired, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which if the Borrower or any Subsidiary is a party or other cash deposits required to be made Indebtedness secured thereby neither exceeds such property’s fair market value at the time of acquisition thereof nor $100,000 in the ordinary course of businessaggregate for Borrower at any one time outstanding, provided in each case that the obligation is (b) Liens for current taxes and duties not delinquent or for borrowed money and that the obligation secured is not overdue or, if overdue, is taxes being contested in good faith faith, by appropriate proceedings which prevent enforcement do not involve, in the sole determination of Lender, any material danger of the matter under contest sale or loss of any of the Collateral and with respect to which Borrower has provided for and is maintaining adequate reserves have been established therefor;
in accordance with GAAP, (bc) Liens imposed by law, such as mechanics'’, workmen'sworkers’, materialmen's, landlords'’s, carriers', ’ or other similar Liens arising like liens which arise in the ordinary course of business with respect to obligations which are for sums not due or sums which are being contested Borrower is contesting in good faith faith, by appropriate proceedings which prevent enforcement do not involve, in the sole determination of Lender, any material danger of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay sale or discharge in the course loss of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Collateral and with respect to which Borrower has provided for and its Subsidiaries secured by a pledge is maintaining adequate reserves in accordance with GAAP, but which do not involve any deposits or advances or borrowed money or the deferred purchase price of assets permitted under this subsectionproperty or services, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
Lender’s favor, (e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business whichin connection with workers’ compensation, unemployment insurance and other statutory obligations, (f) easements, rights of way, restrictions and other similar charges or encumbrances with respect to Property not interfering in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere any material respect with the ordinary conduct of Borrower’s business, (g) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds, and other obligations of like nature arising in the ordinary course of Borrower’s business in an aggregate amount with respect to any such items set forth in this clause (g) not to exceed $100,000 at any time outstanding, or (h) those referred to in Schedule 8.11 and (i) non-consensual Liens so long as such Liens are terminated and released within ten (10) Business Days of the first to occur of (i) Borrower becoming aware of such Lien and (ii) the filing of a financing statement, or any Subsidiarysimilar document or instrument with a public recording office related to such Lien.
Appears in 2 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement
Liens. The Borrower shall Credit Parties will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or permit to exist any Lien of any kind on any Property or asset now owned or hereafter acquired by it (including, without limitation, any such Person; providedLien on Intellectual Property), howeveror assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, that except (the foregoing shall not apply to nor operate to prevent:following being called “Permitted Liens”):
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising created under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforLoan Documents;
(b) mechanics'any Lien on any Property or asset of any Credit Party or Subsidiary existing on the Closing Date and set forth in Schedule 8.2; provided, workmen'sthat, materialmen's, landlords', carriers', (i) such Lien shall not apply to any other Property or other similar Liens arising in the ordinary course asset of business with respect to such Person and (ii) such Lien shall secure only those obligations which are it secures on the Closing Date and extensions, refinancings, renewals, refundings and replacements thereof that do not due increase the outstanding principal amount thereof, except by an amount equal to unpaid accrued interest and premiums thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant extension, renewal, refunding or replacement;
(c) Liens imposed by any Governmental Authority for Taxes not yet delinquent or which are being contested in good faith and by appropriate proceedings which prevent enforcement if adequate reserves with respect thereto are maintained on the books of the matter under contestapplicable Credit Party or Subsidiary in accordance with GAAP and which reserves shall be acceptable to the Lenders;
(cd) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens, and vendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, 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 and Liens securing judgments (including, without limitation, pre-judgment liens attachments) but only to the extent for an amount and judicial attachment liens for a period not constituting resulting in an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents9.1(j);
(e) Liens identified pledges or deposits under worker’s compensation, unemployment insurance and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofother social security legislation and pledges or deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), utility purchase obligations, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(f) Liens easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on property the use of Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not, in the aggregate, materially detract from the value of the Borrower Property of any Credit Party or any Subsidiary created solely for or materially interfere with the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property ordinary conduct of the Borrower business of any Credit Party or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsSubsidiary;
(g) any interest or title of a lessor or sublessor under any operating lease; andlease of real estate permitted hereunder;
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business whichbusiness;
(i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(j) Liens consisting of bankers’ liens and rights of setoff or similar rights and remedies as to deposit accounts, securities accounts and other funds and investment property maintained with a creditor depository institution or securities intermediary, in each case, arising by operation of law or granted pursuant to customary account documentation entered into in connection with the aggregateestablishment of cash management arrangements in the ordinary course of business, and Liens on documents presented in letter of credit drawings; and
(k) Liens on fixed or capital assets (i) of any Credit Party or any Subsidiary and in existence on the Closing Date securing Indebtedness (including Capital Lease Obligations), in each case, permitted by Section 8.1(b) or (ii) acquired, constructed or improved by any Credit Party or any Subsidiary after the Closing Date, in each case, securing Indebtedness (including Capital Lease Obligations) permitted by Section 8.1(d); provided, that, solely with respect to Liens incurred in reliance on sub-clause (ii), (A) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement or were in effect at the time the Credit Parties or such Subsidiary acquired the applicable assets or stock, (B) the Indebtedness secured thereby does not substantial exceed the cost of acquiring, constructing or improving such fixed or capital assets and (C) such security interests shall not apply to any other property or assets of the Credit Parties or any Subsidiary (other than other fixed or capital assets financed by a common creditor);
(l) Liens on real property of the Credit Parties and their respective Subsidiaries securing Indebtedness permitted by Section 8.1(e) (including, without limitation, liens in amount favor of (x) Comerica (or any replacement lender) on the real property securing the Indebtedness incurred under the Comerica Real Estate Loan Documents and which do (y) any lender on the real property securing the Indebtedness incurred under the Lubbock Mortgage); provided, that, (A) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after the acquisition of such real property or were in effect at the time the Credit Parties or such Subsidiary thereof acquired such real property or stock (or, with regard to any extension, refinancing, renewal, refunding or replacement of any such Indebtedness, were in effect at the time of such extension, refinancing, renewal, refunding or replacement), (B) the Indebtedness secured thereby does not materially detract from exceed the fair market value of the Property subject thereto such real property, and (C) such security interests shall not apply to any other property or materially interfere with the ordinary conduct assets of the business of the Borrower Credit Parties or any Subsidiary; and
(m) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case, after the Closing Date (other than Liens on the capital stock or other equity interests of any Person that becomes a Subsidiary to the extent that such capital stock or other equity interests are owned by a Credit Party); provided, that, (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and accessions thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the Indebtedness secured thereby is permitted by Section 8.1.
Appears in 2 contracts
Samples: Credit and Security Agreement (Progenity, Inc.), Credit and Security Agreement (Progenity, Inc.)
Liens. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) inchoate Liens for the payment of Taxes which are not yet due and payable or the payment of which is not required by Section 6.7;
(b) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old old-age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good good-faith cash deposits in connection with bids, tenders, contracts, contracts or leases to which the any Borrower or any Subsidiary is a party party, to secure statutory obligations or surety, appeal or stay bonds, or to secure indemnity, performance or other similar bonds, or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the Lien with respect to such matter under contest and adequate reserves have been established therefor;
(bc) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers'’, warehousemen’s, processors’, suppliers’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due delinquent for more than sixty (60) days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the any Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g6.11(c) hereof, representing or incurred to finance, refinance, or refund finance the purchase price of PropertyProperty (including replacement Liens on the Property currently subject to such Liens), provided that (i) no such Lien shall extend to or cover other Property of the any Borrower or such Subsidiary other than the respective Property so acquiredacquired and the proceeds thereof, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such PropertyProperty (including taxes, shipping and installation charges), as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(gf) any interest or title of a lessor or sublessor under any operating lease; and
(h) zoning restrictions, easements, rights-of-way, restrictionslicenses, covenants and other similar encumbrances against real Property incurred in the ordinary course of business business, which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or do not materially interfere with the ordinary conduct of the business of the Borrower any Credit Party or any Subsidiary.;
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Addus HomeCare Corp), Credit and Guaranty Agreement (Addus HomeCare Corp)
Liens. The Borrower shall will not, nor shall will it permit any of its Subsidiaries consolidated Subsidiary to, create, incur, assume or permit suffer to exist exist, any Lien of on, or enter into, or make any kind on commitment to enter into, any arrangement for the acquisition of, any Property owned by any such Person; provided(other than Unrestricted Margin Stock) through conditional sales, howeverlease-purchase or other title retention agreement, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising by statute in connection with worker's compensationwhich may be hereafter created to secure payment of the Obligations;
(b) Liens incurred or deposits or pledges, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue orto secure payment of workers' compensation, if overdueunemployment insurance, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforold age pensions or other social security obligations;
(bc) mechanics'Liens incurred or deposits or pledges, workmen's, materialmen's, landlords', carriers', or other similar Liens arising made in the ordinary course of business with respect business, to obligations which are not due secure performance of bids, tenders, contracts (other than contracts for Indebtedness), leases, public or which are being contested statutory obligations, surety bonds, or other Liens or deposits or pledges for purposes of like general nature made in good faith by appropriate proceedings which prevent enforcement the ordinary course of the matter under contestbusiness;
(cd) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets Deposits or pledges for the purpose of securing an appeal, stay or discharge in the course of any legal proceedingproceedings, or Liens for judgments or awards which were not incurred in connection with Indebtedness or the obtaining of advances or credits, provided that such deposits, pledges and Liens do not, in the aggregate amount (but without duplication) for the Borrower and the consolidated Subsidiaries, materially detract from the value of their assets or properties or materially impair the use thereof in the ordinary course of business and such appeal, judgment liens or award, as the case may be, is being diligently contested or litigated in good faith by appropriate proceedings being diligently conducted, and liabilities provided further there has been set aside on the books of the Borrower or the consolidated Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall provided further execution is not be in excess of $500,000 at levied upon any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentssuch judgment or award;
(e) Liens identified for taxes, fees, assessments and described governmental charges not delinquent or which are being contested in good faith by appropriate proceedings being diligently conducted, provided there has been set aside on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofthe books of the Borrower or the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and provided further, execution is not levied upon any such Lien;
(f) Mechanics', carriers', workers', repairmen's or other like Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 90 calendar days, or which are being contested in good faith by appropriate proceedings being diligently conducted provided there has been set aside on the books of the Borrower and the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and provided further, execution is not levied upon any such Lien;
(g) Lessors' interests under Capitalized Leases;
(h) Liens on property acquired or constructed with the proceeds of any tax-exempt bond financing to secure such financing;
(i) Liens securing Indebtedness of a consolidated Subsidiary to the Borrower or any Guarantor or, in the case of Indebtedness of a consolidated Subsidiary created solely for which is not a Guarantor, to any consolidated Subsidiary which is not a Guarantor;
(j) Liens existing on the purpose property of securing indebtedness permitted by Section 8.7(g) hereof, representing a corporation or incurred other business entity immediately prior to finance, refinanceits being consolidated with or merged into the Borrower or a consolidated Subsidiary or its becoming a consolidated Subsidiary, or refund Liens existing on any property acquired by the purchase price of PropertyBorrower or a consolidated Subsidiary at the time such is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (i) no such Lien was created or assumed in contemplation of such consolidation or merger or such entity's becoming a consolidated Subsidiary or such acquisition of property and (ii) each such Lien shall extend only cover the acquired property and, if required by the terms of the instrument originally creating such Lien, property which is an improvement to or cover is acquired for specific use in connection with such acquired property;
(k) Liens on Flight Equipment acquired on or after the date of this Agreement which (i) secure the payment of all or any part of the purchase price of such Flight Equipment or improvements thereon, (ii) are limited to the Flight Equipment so acquired and improvements thereon, and (iii) attach to such Flight Equipment within one year after the acquisition or improvement of such Flight Equipment;
(l) 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;
(m) Zoning, building or other Property restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, (i) interfere in any material respect with the present use or occupancy of the affected parcel by the Borrower or such Subsidiary other than the respective Property so acquiredany Subsidiary, (ii) have no more than an immaterial effect on the value thereof or its use or (iii) would impair the ability of such parcel to be sold for its present use;
(n) Liens arising solely by virtue of any law or regulation 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;
(o) Liens to secure Indebtedness for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of the property subject to such Lien; PROVIDED, HOWEVER, that (i) the principal amount of indebtedness any Indebtedness secured by such Lien does not exceed 100% of such purchase price or cost and (ii) such Lien does not extend to or cover any other property other than such item of property so acquired, constructed or improved;
(p) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by clauses (h), (j), (k) and (o) of this Section, PROVIDED that such Lien shall at no time exceed the original purchase price of such PropertyIndebtedness is not increased and is not secured by any additional assets; and
(q) Liens not otherwise permitted by Sections 6.01 (a) through (p) provided that, as reduced by repayments of principal thereonthe date any Lien is incurred and as of the end of each fiscal quarter of the Borrower ending after August 31, and 2001, the sum of (iiii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets outstanding Long Term Debt of the Borrower consolidated Subsidiaries which are not Guarantors (excluding the Current Maturities of any such Long Term Debt and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title Long Term Debt of a lessor or sublessor under any operating lease; and
consolidated Subsidiary owing to the Borrower), plus (hii) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course aggregate principal amount of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business all outstanding Long Term Debt of the Borrower or any SubsidiaryGuarantor (excluding the Current Maturities of any such Long Term Debt and any Long Term Debt of a consolidated Subsidiary owing to the Borrower) which is secured as permitted by this Section 6.01(q), does not exceed 8% of Consolidated Adjusted Total Assets.
Appears in 2 contracts
Samples: Credit Agreement (Fedex Corp), 364 Day Credit Agreement (Fedex Corp)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, will not create, incur, assume or permit suffer to exist any Lien upon or with respect to any property or assets of any kind on any Property (real or personal, tangible or intangible) of the Borrower whether now owned by or hereafter acquired, or sell any such Personproperty or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with recourse to the Borrower) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute; provided, however, provided that the foregoing provisions of this Section 7.03 shall not apply prevent the creation, incurrence, assumption or existence of the following (with such Liens described below being herein referred to nor operate to prevent:as "Permitted Liens"):
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, for taxes, assessmentsassessments or governmental charges or rules not yet due or Liens for taxes, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), or rules being contested in good faith cash deposits and by appropriate proceedings for which adequate reserves (in connection the good faith judgment of the management of the Borrower) have been established in accordance with tenders, contracts, GAAP;
(b) Liens in respect of property or leases to which assets of the Borrower or any Subsidiary is a party or other cash deposits required to be made imposed by law which were incurred in the ordinary course of business, provided in each case that the obligation is business and do not secure indebtedness for borrowed money and that the obligation secured is not overdue ormoney, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', such as carriers', or warehousemen's and mechanics' Liens, statutory landlord's Liens, and other similar Liens arising in the ordinary course of business, and (x) 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 with respect to obligations which are not due of the Borrower taken as a whole or (y) which are being contested in good faith by appropriate proceedings, which proceedings which prevent enforcement have the effect of preventing the forfeiture or sale of the matter under contestproperty or asset subject to such Lien;
(c) judgment liens Liens created by or pursuant to the Security Documents or other Liens in favor of the Lender;
(d) Liens in existence on the Initial Borrowing Date which are listed, and judicial attachment liens the property subject thereto described, in Schedule I, but only to the respective date, if any, set forth in such Schedule I for the removal, replacement and termination of any such Liens, plus renewals, replacements, refinancings and extensions of such Liens to the extent set forth on Schedule I;
(e) Liens arising from judgments, decrees or attachments (or securing of appeal bonds with respect thereto) in circumstances not constituting an Event of Default under Section 9.1(g8.09, provided that no cash or property (other than proceeds of insurance payable by reason of such judgments, decrees or attachments) hereof and is deposited or delivered to secure any respective judgment or award, or any appeal bond in respect thereof, the pledge fair market value of assets for the purpose of securing an appeal, stay which exceeds $10,000;
(f) Liens (other than any Lien imposed by ERISA) incurred or discharge deposits made in the ordinary course of any legal proceedingbusiness in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety bonds (other than appeal bonds), bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money), provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 deposits at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
this clause (f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements$25,000;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances incurred not interfering in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere any material respect with the ordinary conduct of the business of the Borrower or any SubsidiaryBorrower; and
(h) Liens arising from UCC financing statements regarding operating leases and Liens securing Capitalized Lease Obligations permitted by this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Peapod Inc), Credit Agreement (Royal Ahold)
Liens. The Neither the Borrower shall notnor any Guarantor will, nor shall will it permit any of its Subsidiaries Subsidiary to, create, incur, or permit suffer to exist any Lien in, of or on the Property of the Borrower, any kind on Guarantor or any Property owned by any such Person; providedof their Subsidiaries, however, that the foregoing shall not apply to nor operate to preventexcept:
(ai) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, for taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractsor levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith and by appropriate proceedings and for which prevent enforcement of the matter under contest and adequate reserves in accordance with Agreement Accounting Principles shall have been established therefor;set aside on its books.
(bii) Liens imposed by law, such as carriers’, warehousemen’s and mechanics', workmen's, materialmen's, landlords', carriers', or ’ liens and other similar Liens liens arising in the ordinary course of business with respect to which secure payment of obligations which are not due or which more than 60 days past due, and such other carriers’ warehousemen’s and mechanics’ liens that are being contested in good faith and by appropriate proceedings and for which prevent enforcement of the matter under contest;adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books.
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount Liens arising out of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation.
(giv) any interest Utility easements, building restrictions and such other encumbrances or title charges against real property as are of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other nature generally existing with respect to properties of a similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount character and which do not materially detract from in any material way affect the value marketability of the Property subject thereto same or materially interfere with the ordinary conduct of use thereof in the business of the Borrower or its Subsidiaries.
(v) Liens existing on the date hereof and described in Schedule 2, including extensions, renewals or replacements of any Subsidiarysuch Liens in connection with the refinancing of any related Existing Indebtedness (without any increase in the amount thereof or any change in the direct and contingent obligors thereof); provided that in connection with the refinancing of any such Existing Indebtedness such Liens shall extend only to the property covered by such Liens immediately prior to such extension, renewal or replacement.
(vi) Liens under the Mortgage Indenture on the property of SIGECO that is subject to the Mortgage Indenture (without giving effect to any amendments thereto after the date hereof that would expand the description of the collateral subject to the lien thereof).
(vii) Liens securing Indebtedness of a Person existing on the date the Person becomes a Subsidiary of the Borrower or Liens on assets securing Indebtedness assumed by the Borrower or a Subsidiary of the Borrower when such assets are acquired by the Borrower or a Subsidiary of the Borrower, including extensions, renewals or replacements of any such Liens, provided, however, that (i) such Liens were not created in contemplation of such Person becoming a Subsidiary or the acquisition of such assets and (ii) such Liens may not extend to any other Property owned by the Borrower or any of its Subsidiaries.
(viii) Liens securing Indebtedness not exceeding 10% of the Borrower’s Consolidated Net Worth in the aggregate outstanding at any time
Appears in 2 contracts
Samples: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g8.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property equipment of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof7.1(b), representing or incurred to finance, refinance, or refund finance the purchase price of such Property, ; provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) Liens on the assets of a Subsidiary in connection with indebtedness permitted by Section 7.1(c);
(f) any interest or title of a lessor or sublessor under any operating lease; and;
(g) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;
(h) easements, rights-of-rights of way, restrictions, and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary; and
(i) other Liens not described above securing debt or other obligations in an aggregate outstanding amount not to exceed $2,000,000 at any time.
Appears in 2 contracts
Samples: Credit Agreement (BIO-TECHNE Corp), Credit Agreement (BIO-TECHNE Corp)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than material Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due overdue for longer than 60 days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and attachments and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 10,000,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g8.7(a) hereof, representing or incurred to finance, refinance, or refund finance the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) any interest or title of a lessor or sublessor under any operating lease; and;
(hf) easements, rights-of-way, restrictions, licenses and covenants and other similar encumbrances incurred in the ordinary course of business against real property which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;
(g) Liens described in Schedule 8.8 hereto and extensions, renewals, refunding and replacements thereof; provided that any such extension, renewal, refunding or replacement Lien shall be limited to the Property covered by the Lien extended, renewed, refunded or replaced and that the obligations secured by any such extension, renewal, refunding or replacement shall be in amount not greater than the amount of the obligations then secured by the Lien extended, renewed, refunded or replaced;
(h) any Lien in connection with a Permitted Acquisition on or affecting any Property (other than capital stock) acquired by the Borrower or a Subsidiary or Property (other than capital stock) of any acquired Subsidiary after the date of this Agreement; provided that (i) such Lien is created prior to the date on which such Person becomes a Subsidiary or such Property is acquired by the Borrower or such Subsidiary, (ii) the Lien was not created in contemplation of the Acquisition, and (iii) such Lien secures Indebtedness permitted hereunder and the principal amount thereof has not increased in contemplation of or since such Acquisition;
(i) Liens representing the interest of any transferee of the Borrower’s or its Subsidiaries’ accounts receivable and related rights in connection with a Permitted Securitization; and
(j) Liens not otherwise permitted under this Section 8.8 on Property (other than (i) shares of stock in any Subsidiary and (ii) receivables, inventory and similar working capital assets) securing Indebtedness for Borrowed Money that is in an aggregate principal amount at any time not exceeding 10% of the book value of the assets of the Borrower and its Subsidiaries as shown on the Borrower’s balance sheet as of the end of the immediately preceding fiscal year.
Appears in 2 contracts
Samples: Credit Agreement (CTS Corp), Credit Agreement (CTS Corp)
Liens. The No Borrower shall notwill, nor shall will it permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist exist, unless such Borrower’s obligations under this Agreement and the Notes are secured equally and ratably therewith, any Lien on or with respect to any of its properties of any kind on any Property character (including, without limitation, accounts) whether now owned by any such Person; providedor hereafter acquired, however, that excluding from the operation of the foregoing shall not apply to nor operate to preventrestrictions the following:
(a) Liens arising by statute in connection with worker's compensationmaterialmen’s, unemployment insurancesuppliers’, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money tax and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to as presently conducted securing obligations which are not due overdue or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestproceedings;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(eb) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred arising in the ordinary course of business whichas presently conducted in connection with leases, workmen’s compensation, unemployment insurance, appeal and release bonds, purchase money security interests and other Liens incidental to the conduct of its business or the operation of its property or its assets;
(c) Liens on real estate, buildings or equipment so long as the Indebtedness secured by such Liens does not exceed U.S.$500,000,000, in the aggregate, are for Visa Inc. and its Subsidiaries;
(d) Liens granted on financial assets to secure risk and funding management transactions entered into in the ordinary course of business and on commercially reasonable terms negotiated on an arms-length basis, including but not substantial limited to, reverse repurchase agreements, hedging transactions, securities lending transactions and securitization transactions involving royalty or other similar payment streams; and
(e) other Liens securing obligations not in amount and which do not materially detract from the value excess of the Property subject thereto greater of an amount equal to (i) U.S.$1,500,000,000 or materially interfere with the ordinary conduct (ii) four percent (4%) of the business total assets of Visa Inc. and its consolidated Subsidiaries, determined in accordance with GAAP, as of the end of the then most recently ended fiscal quarter for which financial statements are available; provided that notwithstanding the foregoing provisions of this Section 6.11, no Borrower shall create, incur, assume or suffer to exist, or permit any Subsidiaryof its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any shares of stock of any of its Subsidiaries.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Visa Inc.), Five Year Revolving Credit Agreement (Visa Inc.)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:prevent (collectively, “Permitted Liens”):
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations obligations, or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers'’, or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens Liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g8.7(b) hereof, representing or incurred to finance, refinance, or refund finance the purchase price of such Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) any interest or title of a lessor or sublessor under any operating lease; and;
(hf) easements, rights-of-way, restrictions, and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary.;
(g) Liens granted in favor of the Bank pursuant to the Collateral Documents;
(h) Liens existing on the date of this Agreement and set forth on Schedule 8.8;
(i) rights of setoff imposed by law upon deposit of cash and cash equivalents in favor of banks or other depository institutions incurred in the ordinary course of business in deposit accounts maintained with such bank or depository institution; and
Appears in 2 contracts
Samples: Credit Agreement (Accretive Health, Inc.), Credit Agreement (Accretive Health, Inc.)
Liens. The Borrower Tenant shall notpromptly pay all charges for work, nor materials, supplies and services performed or supplied in respect of the Premises by or on behalf of any Tenant Party. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party shall it be deemed authorized and ordered by Tenant only, and Tenant shall not permit any liens or claims for liens to be filed against the Premises or the Project in connection therewith. If such a lien is filed, then Tenant shall, within ten business days after Landlord has delivered notice of its Subsidiaries tothe filing thereof to Tenant (or such earlier time period as may be necessary to prevent the forfeiture of the Premises, createthe Project or any interest of Landlord therein or the imposition of a civil or criminal fine with respect thereto), incureither (1) pay the amount of the lien into court and cause the lien to be released of record, or permit (2) diligently contest such lien and deliver to exist Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim (either to the claimant or into court), and any Lien amounts so paid, including expenses and interest, shall be paid by Tenant to Landlord within ten business days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of any kind on any Property owned by any such Person; provided, however, “landlord-tenant” (thereby excluding a relationship of “owner-contractor,” “owner-agent” or other similar relationships) and that the foregoing shall Tenant is not apply authorized to nor operate to prevent:
(a) Liens arising by statute act as Landlord’s common law agent or construction agent in connection with worker's compensationany work performed in the Premises. Accordingly, unemployment insuranceall materialmen, old age benefitscontractors, social security obligationsartisans, taxesmechanics, assessmentslaborers and any other persons now or hereafter contracting with Tenant, statutory obligations any contractor or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower subcontractor of Tenant or any Subsidiary is a party other Tenant Party for the furnishing of any labor, services, materials, supplies or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business equipment with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement any portion of the matter under contest;
(c) judgment Premises, at any time from the date hereof until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens and judicial attachment liens not constituting an Event being placed upon the Premises, the Project or Landlord’s interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse Tenant for any portion of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) cost of such judgment liens work. Tenant shall defend, indemnify and liabilities of the Borrower hold harmless Landlord and its Subsidiaries secured by a pledge agents and representatives from and against all claims, demands, causes of assets permitted under this subsectionaction, suits, judgments, damages and expenses (including interest and penalties thereonactual, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rightsout-of-waypocket attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, restrictionsmaterials furnished, and other similar encumbrances or obligations incurred in by or at the ordinary course request of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value a Tenant Party. This indemnity provision shall survive termination or expiration of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiarythis Lease.
Appears in 2 contracts
Samples: Lease Agreement (Ciena Corp), Lease Agreement (Ciena Corp)
Liens. The Borrower shall not, nor not and shall it not permit any of its Subsidiaries to, to create, incur, assume or permit to exist any Lien on or with respect to any of any kind on any its Property whether now owned by any such Person; providedor hereafter acquired, however, that except for the foregoing shall not apply to nor operate to preventfollowing:
(a) Liens arising by statute listed in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations Schedule 7.5(a) and existing on the date of this Agreement;
(b) Liens for taxes or other similar governmental charges (other than Liens arising under ERISA)not at the time delinquent or thereafter payable without penalty or being contested in good faith, good faith cash deposits provided that adequate reserves for the payment thereof have been established in connection accordance with tenders, contracts, or leases to which GAAP and no Property of the Borrower or any Subsidiary of its Subsidiaries is a party subject to impending risk of loss or forfeiture by reason of nonpayment of the obligations secured by such Liens;
(c) Liens of carriers, warehousemen, mechanics, materialmen, vendors, and landlords and other similar Liens imposed by applicable legal requirements incurred in the ordinary course of business or are being contested in good faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP and no Property of the Borrower or any of its Subsidiaries is subject to impending risk of loss or forfeiture by reason of nonpayment of the obligations secured by such Liens;
(d) Deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other cash deposits required to be made similar bonds in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofZoning restrictions, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, title irregularities and other similar encumbrances incurred encumbrances, which alone or in the ordinary course of business which, in the aggregate, aggregate are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiaryof its Subsidiaries;
(f) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by the Liens described in clauses (a) and (e) above, provided that any extension, renewal or replacement Lien (i) is limited to the property covered by the existing Lien and (ii) in the case of Liens securing Indebtedness described in clause (a), secures Indebtedness which is no greater in amount and has material terms no less favorable to the Lenders than the Indebtedness secured by the existing Lien;
(g) Any attachment or judgment Lien not constituting an Event of Default;
(h) Banker’s Liens, rights of setoff and similar Liens with respect to cash and Marketable Securities on deposit in one or more bank or securities accounts in the ordinary course of business; and
(i) Liens securing other Indebtedness in aggregate principal amount not exceeding 5% of the stockholders’ equity of the Borrower and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) as shown on the most recent balance sheet delivered to the Administrative Agent in accordance with Section 6.1.
Appears in 2 contracts
Samples: Credit Agreement (Fair Isaac Corp), Credit Agreement (Fair Isaac Corp)
Liens. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, incur, create or permit to exist any Lien of any kind on any Property of its real or personal properties, assets or rights of whatsoever nature (whether now owned by any such Person; providedor hereafter acquired), however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations for taxes or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, not at the time delinquent or leases to which the Borrower thereafter payable without penalty or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being diligently contested in good faith by appropriate proceedings and, in each case, for which prevent enforcement of the matter under contest and it maintains adequate reserves have been established thereforin accordance with GAAP and with respect to which no execution or other enforcement has occurred;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business (including without limitation (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with respect to worker’s compensation, unemployment compensation and other types of social security or in connection with surety bonds, bids, tenders, performance bonds, trade contracts not for borrowed money, licenses, statutory obligations which are and similar obligations) for sums not due overdue or which are being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which prevent it maintains adequate reserves in accordance with GAAP and with respect to which no execution or other enforcement of the matter under contestwhich is effectively stayed;
(c) judgment liens Liens existing on the Closing Date and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof set forth on Schedule 7.2 and the pledge replacement, extension or renewal of assets a Lien permitted by one of the foregoing clause in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);
(i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens on any property securing debt incurred for the purpose of securing an appealfinancing all or any part of the cost of acquiring or improving such property; provided that any such Lien attaches to such property within ninety (90) days of the acquisition or improvement thereof and attaches solely to the property so acquired or improved, stay and (iii) the replacement, extension or discharge renewal of a Lien permitted by one of the foregoing clauses (i) or (ii) in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities same property subject thereto arising out of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsectionextension, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor renewal or replacement of the Administrative Agent pursuant to Debt secured thereby (without increase in the Collateral Documentsamount thereof);
(e) Liens identified relating to litigation bonds and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofattachments, appeal bonds, judgments and other similar Liens arising in connection with any judgment or award that is not an Event of Default hereunder;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-rights of way, restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere any material respect with the ordinary conduct of the business of the Borrower or any Subsidiaryother Loan Party;
(g) Liens arising under the Loan Documents;
(h) any interest or title of a licensor, sublicensor, lessor or sublessor under any license, lease, sublicense or sublease agreement entered into in the normal course of business, only to the extent limited to the item licensed or leased;
(i) (i) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which are contained in standard agreements for the opening of an account with a bank;
(j) Liens arising from precautionary filings of financing statements under the Uniform Commercial Code or similar legislation of any applicable jurisdiction in respect of operating leases permitted hereunder and entered into by a Loan Party in the ordinary course of business;
(k) Liens attaching to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement permitted hereunder or indemnification other post-closing escrows or holdbacks;
(l) Liens incurred with respect to Hedging Obligations incurred for bona fide hedging purposes and not for speculation;
(m) Liens to secure obligations of a Loan Party to another Loan Party;
(n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; and
(o) Liens securing the Convertible Note.
Appears in 2 contracts
Samples: Credit Agreement (Acer Therapeutics Inc.), Credit Agreement (Acer Therapeutics Inc.)
Liens. The Borrower shall Each Obligor will not, nor shall it and will not permit any of its Subsidiaries (other than a member of the CEAL Group to which the CEAL Exception Conditions apply) to, create, incur, create or permit to exist any Lien upon or with respect to any of any kind on any Property its respective property or assets, whether now owned by any such Person; provided, however, that or hereafter acquired other than the foregoing shall not apply following (Liens described below are herein referred to nor operate to prevent:as “Permitted Liens”):
(a) inchoate Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, for taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractsor levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith and by appropriate proceedings and for which prevent enforcement of the matter under contest and adequate reserves in accordance with GAAP shall have been established thereforset aside on its books;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or Liens imposed by law and other similar Liens arising in the ordinary course of business with respect to which (i) secure the payment of obligations which are not due or which more than 90 days past due, (ii) are being contested in good faith by appropriate proceedings and for which prevent enforcement of the matter under contestadequate reserves in accordance with GAAP shall have been set aside on its books or (iii) in aggregate are immaterial;
(c) judgment liens encumbrances or charges against Real Property as are of a nature generally existing with respect to properties of a similar character and judicial attachment liens which do not in any material way affect or interfere with the use thereof in the business of such Obligor or such Subsidiaries;
(d) Liens existing on the date hereof which (i) are described in Part I of Schedule 10 (Existing Liens) or (ii) secure Capitalised Lease Obligations described in Part I of Schedule 10 (Existing Liens), to the extent consisting of lessors’ rights in property subject to Capitalised Leases, which Liens may not be renewed, extended or granted to secure refunding or refinancing Indebtedness, except (x) for renewals, extensions, refundings or refinancings of Third Party Existing Indebtedness effected pursuant to Clause 26.4(b) (Indebtedness) and (y) so long as the principal amount of the Indebtedness secured is not increased as a result of such renewal, extension, refunding, or refinancing and the Liens do not extend to property or assets not originally subject to the Liens securing the respective issue of Third Party Existing Indebtedness as originally permitted pursuant to this paragraph (d);
(e) Liens created pursuant to the Finance Documents;
(f) Liens in or upon Receivables Facility Assets sold or otherwise transferred pursuant to a Permitted Receivables Transaction;
(g) licenses, sublicenses, leases or subleases granted to other persons in the ordinary course of business not materially interfering with the conduct of the business of the Parent and its Subsidiaries taken as a whole;
(h) Liens upon assets of the Parent and its Subsidiaries subject to Capitalised Lease Obligations to the extent permitted by Clause 26.4(c) (Indebtedness), provided that (i) such Liens only serve to secure the payment of Indebtedness arising under such Capitalised Lease Obligation and (ii) the Lien encumbering the asset giving rise to the Capitalised Lease Obligation does not encumber any other asset (other than proceeds thereof) of the Parent or any Subsidiary of the Parent;
(i) Liens placed upon assets used in the ordinary course of business of the Parent or any of its Subsidiaries (other than any Receivables Subsidiary) (i) at the time of acquisition thereof by the Parent or any such Subsidiary or within 120 days thereafter in the case of property other than Real Property and (ii) within 180 days after the completion of the construction or substantial improvements in the case of Real Property, in each case to secure Indebtedness incurred pursuant to Clause 26.4(c) (Indebtedness) to pay all or a portion of the purchase price thereof or the cost of the substantial improvements thereto, provided that, in all events, the Lien encumbering the assets so acquired does not encumber any other asset (other than proceeds thereof) of the Parent or such Subsidiary;
(j) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Parent or any of its Subsidiaries (other than any Receivables Subsidiary) in the ordinary course of business;
(k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent or any of its Subsidiaries in the ordinary course of business in accordance with the past practices of the Parent and its Subsidiaries prior to the Initial Borrowing Date;
(l) Liens on assets of any Subsidiary of the Parent acquired as a result of a Permitted Acquisition and securing only Permitted Acquired Debt of such Subsidiary;
(m) Liens which may be deemed to exist as a result of the consummation of one or more sale-leaseback transactions effected in accordance with the requirements of paragraph (c) of Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.);
(n) Liens arising out of the existence of judgments or awards not constituting an Event of Default under Section 9.1(gClause 28.8 (Execution or Distress), provided that no cash or property is deposited or delivered to secure the respective judgment or award (or any appeal bond in respect thereof), except as permitted by the following paragraph (o);
(o) hereof Liens (other than any Lien imposed by ERISA) (i) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, old age pensions and other types of social security, (ii) to secure the pledge performance of assets tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, utility payments, performance and return of money bonds and other similar obligations (exclusive of obligations for the purpose payment of securing an appeal, stay borrowed money) or discharge (iii) arising by virtue of deposits made in the ordinary course of any legal proceedingbusiness and consistent with past practice to secure the performance by the Parent and its Subsidiaries of obligations arising under leases of Real Property, provided that the aggregate amount of deposits at any time pursuant to sub-paragraph (but without duplicationii) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, sub-paragraph (iii) shall not be exceed €10,000,000 (or its equivalent in excess of $500,000 at any one time outstandingother currencies) in the aggregate;
(dp) the Liens granted in favor bankers’ liens, rights of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, setoff and other similar encumbrances incurred liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of the accounts described below, in each case granted in the ordinary course of business whichin favour of the bank or banks with which the 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; and
(q) Liens not otherwise permitted by the foregoing clauses (a) through (p) to the extent attaching to properties and assets (but not Equity Interests in any person) with an aggregate fair value not in excess of, and securing liabilities not in excess of, €35,000,000 (or its equivalent other currencies) in the aggregate at any time outstanding. In connection with the granting of Liens of the type described in paragraphs (d), (f), (h), (i), (k), (l), (m) and (q) of this Clause 26.1 by the Parent or any of its Subsidiaries, the Agent and the Security Trustee shall be authorised, at the request of the Parent or the Borrower, to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favour of the holder or holders of such Liens, in either case solely with respect to the aggregate, are not substantial in amount and which do not materially detract from the value of the Property assets subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiaryto such Liens).
Appears in 2 contracts
Samples: Senior Facilities Agreement (Buhrmann Nv), Senior Facilities Agreement (Moore Labels Inc)
Liens. The Borrower shall will not, nor shall it and will not permit or cause any of its Subsidiaries to, directly or indirectly, grant, create, incur, assume or permit suffer to exist exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired or agree to do any kind of the foregoing, other than the following (collectively, “Permitted Liens”):
(i) Liens in existence on the Effective Date and set forth on Schedule 7.3 and any Property owned by extensions, renewals or replacements thereof; provided that any such Person; providedextension, howeverrenewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the foregoing shall date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not apply to nor operate to prevent:
(a) Liens arising by statute increase the outstanding principal amount thereof plus any accrued interest, premium, fee and reasonable out-of-pocket expenses payable in connection with worker's compensationany such extension, unemployment insurancerenewal or replacement);
(ii) Liens imposed by law, old age benefitssuch as Liens of carriers, social security obligationswarehousemen, taxesmechanics, assessmentsmaterialmen and landlords, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made incurred in the ordinary course of business, provided in each case that the obligation is business securing sums (A) not for constituting borrowed money and that the obligation secured is are not overdue or, if overdue, by more than 90 days or (B) the validity or amount of which is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforproceedings;
(biii) mechanics'Liens (other than any Lien imposed by ERISA, workmen's, materialmen's, landlords', carriers', the creation or other similar Liens arising incurrence of which would result in an Event of Default under Section 8.1(j)) incurred in the ordinary course of business in connection with respect worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations which (other than obligations for borrowed money) entered into in the ordinary course of business;
(iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not due delinquent for a period of more than 30 days or which remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which prevent enforcement adequate reserves have been established in accordance with GAAP (or, in the case of the matter under contestForeign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization), if so required;
(cv) any attachment or judgment liens and judicial attachment liens Lien not constituting an Event of Default under Section 9.1(g8.1(h);
(vi) hereof and any leases, subleases, licenses or sublicenses granted by the pledge Borrower or any of assets for the purpose of securing an appeal, stay or discharge its Subsidiaries to third parties in the ordinary course of business and not interfering in any legal proceedingmaterial respect with the business of the Borrower and its Subsidiaries, provided that the aggregate amount and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement;
(but without duplicationvii) Liens created or existing over all or any part of such judgment liens and liabilities any Guaranty Fund or any Regulatory Capital Assets;
(viii) Liens securing Indebtedness permitted pursuant to Section 7.2(iii), 7.2(iv) or 7.2(v);
(ix) Liens securing purchase money Indebtedness of the Borrower and its Subsidiaries secured incurred solely to finance the acquisition, construction or improvement of any equipment, real property or other fixed assets in the ordinary course of business (or assumed or acquired by the Borrower and its Subsidiaries in connection with a pledge of assets transaction permitted under this subsectionAgreement), including interest Capital Lease Obligations, and penalties thereonany renewals, if anyreplacements, refinancings or extensions thereof; provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within 180 days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor exceed 100% of the Administrative Agent pursuant cost to the Collateral Documents;
Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source and (ez) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on any such Lien shall not encumber any other property of the Borrower or any Subsidiary created of its Subsidiaries except assets then being financed solely for by the purpose same financing source;
(x) statutory and common law rights of securing indebtedness permitted by Section 8.7(gset-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 brokerage incurred in the ordinary course of business;
(xi) hereof, representing Liens (A) consisting of minor defects in title that do not interfere with the Borrower’s or incurred any applicable Subsidiary’s ability to finance, refinance, or refund conduct its business as currently conducted and (B) arising in the purchase price ordinary course of Property, provided that its business which (i1) no such Lien shall extend to or cover other Property do not secure Indebtedness and (2) do not in the aggregate materially impair the operation of the business of the Borrower and its Subsidiaries, taken as a whole;
(xii) Liens (A) existing on any asset prior to the acquisition thereof by the Borrower or such any Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price and not created in contemplation of such Property, as reduced by repayments of principal thereon, acquisition and (iiiB) existing on any asset of any Person at the aggregate principal amount time such Person is merged into or consolidated with the Borrower or any Subsidiary or otherwise becomes a Subsidiary and not created in contemplation of all such indebtedness secured by such event;
(xiii) Liens shall not at any one time exceed 5% of Total Assets on assets of the Borrower and its Subsidiaries not otherwise permitted by this Section 7.3; provided that, at the time any such Lien is incurred, the total amount of the Indebtedness and other obligations secured by Liens permitted under this Section 7.3(xiii) does not exceed 7.5% of the Consolidated Net Worth of the Borrower and its Subsidiaries (to be determined on a Pro Forma Basis as reflected on their of the end of the most recent year-end audited recently ended fiscal quarter of the Borrower for which financial statementsstatements have been delivered pursuant to Section 5.1(a) or 5.1(b));
(gxiv) any interest or title Liens of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred collecting bank arising in the ordinary course of business which, under Section 4-208 of the Uniform Commercial Code in effect in the aggregate, are not substantial in amount relevant jurisdiction and which do not materially detract from covering only the value items being collected upon;
(xv) Liens of sellers of goods to the Borrower or its Subsidiaries arising under Article 2 of the Property subject thereto Uniform Commercial Code in effect in the relevant jurisdiction or materially interfere with similar provisions of applicable law in the ordinary conduct course of business;
(xvi) Liens consisting of an agreement to sell, transfer or dispose of any asset (to the business of extent such sale, transfer or disposition is not prohibited by this Agreement);
(xvii) Liens with respect to Capital Stock which constitute minority investments held by the Borrower or any Subsidiaryof its Subsidiaries other than Liens with respect to any such Capital Stock incurred in connection with (A) any Indebtedness specified in clauses (i), (ii) or (v) of the definition thereof or (B) any Guaranty Obligation of any of such Indebtedness; and
(xviii) Liens securing any Hedge Agreement entered into by any Clearing House Subsidiary in the ordinary course of its clearing, deposit and settlement operations, or matters reasonably related or incidental thereto, or in the management of its assets and liabilities.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Intercontinental Exchange, Inc.), Term Loan Credit Agreement (Intercontinental Exchange, Inc.)
Liens. The Borrower Neither Mortgagor, any charterer or subcharterer, the master of the Vessel nor any other Person has or shall nothave any right, nor shall it permit any of its Subsidiaries to, power or authority to create, incur, incur or permit to be placed or imposed or continued upon the Vessel and Mortgagor shall not permit to exist on the Vessel any Lien whatsoever other than the Lien of any kind on any Property owned by any such Person; provided, however, that this Mortgage and the foregoing shall not apply to nor operate to preventfollowing:
(ai) Liens arising for wages of the crew (including wages of a master to the extent provided by statute in connection with workerlaw, "Master's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISAWages"), good faith cash deposits in connection with tenders, contracts, general average and salvage (including contract salvage) which shall not have been due and payable for forty-five (45) days after termination of a voyage or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to shall then be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested by Mortgagor in good faith and by appropriate proceedings which prevent enforcement proceedings; provided that such contest shall not subject the Vessel to arrest, attachment, forfeiture or loss or subject the Mortgagee or any Lender to the risk of the matter under contest and adequate reserves have been established thereforany civil or criminal liability;
(bii) mechanics', workmen's, materialmen's, landlords', carriers', Liens for wages of the crew (including Master's Wages) and salvage (including contract salvage) which are either unclaimed or other similar covered by insurance;
(iii) Liens arising incident to current operations of Mortgagor in the ordinary course of business with respect to obligations (except for wages of the crew including Master's Wages and salvage) or liens covered by insurance and any deductible applicable thereto;
(iv) Liens for repairs the payment for which are is either not due overdue or which are is being contested by Mortgagor in good faith and by appropriate proceedings which prevent enforcement proceedings; provided that such contest shall not subject the Vessel to arrest, attachment, forfeiture or loss or subject the Mortgagee or any Lender to risk of the matter under contestany civil or criminal liability;
(cv) judgment liens and judicial attachment liens not constituting Liens arising by reason of an Event actual or constructive total loss or an agreed or compromised total loss of Default under Section 9.1(gthe Vessel;
(vi) hereof and Liens permitted by the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, Trust Indenture; provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not Liens stated to be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that foregoing subparagraphs (i) no such through (iv) shall, unless they constitute a Lien shall extend to for damage arising out of tort, for wages of a stevedore when employed directly by Mortgagor, master, ship's husband, or cover other Property agent, for wages of the Borrower crew (including Master's Wages), for general average, or for salvage (including contract salvage), be permitted only to the extent such Subsidiary other than Liens are either accrued but not yet due or are subordinate to the respective Property so acquired, (ii) the principal amount Lien of indebtedness secured this Mortgage. Nothing contained in this Section 2.6 constitutes a waiver by Mortgagee of Mortgagee's preferred status. If any such Lien shall at no time exceed is placed on the original purchase price Vessel which is not subordinate to the Lien of this Mortgage, Mortgagor will promptly after becoming aware of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiaryLien notify Mortgagee.
Appears in 2 contracts
Samples: First Naval Mortgage (Noble Drilling Corp), First Naval Mortgage (Noble Drilling Corp)
Liens. The No Borrower shall notshall, nor shall it permit any of its Subsidiaries to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) inchoate Liens for the payment of Taxes which are not yet delinquent or the payment of which is not required by Section 6.7;
(b) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with bids, tenders, contracts, contracts or leases to which the any Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided provided, in each case case, that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and for which adequate reserves have been established thereforin accordance with GAAP;
(bc) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ (including common carriers’) bailee’s or other similar Liens arising in the ordinary course of business with respect to obligations which are not past due for more than forty-five (45) days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens contest and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge which adequate reserves have been established in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingaccordance with GAAP;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the any Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofSections 6.11(d), representing or incurred to finance, refinance, or refund finance the purchase price of Property; provided that, provided that (i) no such Lien shall extend to or cover other Property of the such Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, ;
(f) normal and (iii) the aggregate principal amount customary rights of all such indebtedness secured by such setoff upon deposits of cash in favor of banks or other depository institutions and Liens shall not at any one time exceed 5% of Total Assets a collection bank arising under Section 4-210 of the Borrower and its Subsidiaries as reflected UCC on their most recent year-end audited financial statementsitems in the course of collection;
(g) any interest or Liens comprised of minor defects, irregularities, and deficiencies in title of a lessor or sublessor under any operating lease; and
(h) to, and easements, rights-of-way, restrictions, zoning restrictions and other similar encumbrances restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of any Borrower or any Subsidiary which, individually and in the aggregate, do not materially adversely interfere with the ordinary conduct of business by such Subsidiary or such Borrower, as applicable;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.1(g);
(i) Liens to secure the performance of bids, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(j) Liens set forth on Schedule 6.12;
(k) Liens appearing as exceptions listed on Schedule B to the Title Policies;
(l) Liens securing any sale-leaseback permitted under this Agreement in an amount not to exceed U.S. $3,000,000 in the aggregate at any time outstanding;
(m) Liens securing the interests of a broker or other trade counterparty with respect to any margin account pursuant to a Hedge Agreement maintained by any Borrower or any Subsidiary in the ordinary course of business whichin an amount not to exceed U.S. $35,000,000 in the aggregate at any time outstanding;
(n) Liens on specified assets which Liens are not otherwise permitted by this Section 6.12 so long as the aggregate fair market value (determined, in the aggregatecase of each such Lien, are not substantial in amount and which do not materially detract from the value as of the Property date such Lien is incurred) of such specified assets subject thereto or materially interfere with does not exceed (as to the ordinary conduct Borrowers and all their Subsidiaries) U.S. $25,000,000 at any one time; and
(o) Liens on Property of the business of the any Borrower or any SubsidiarySubsidiary securing indebtedness permitted by Section 6.11(m).
Appears in 2 contracts
Samples: Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP)
Liens. The Borrower TENANT shall notkeep the Premises and the Building free from any liens arising out of any work performed, nor shall it permit any of its Subsidiaries to, create, incurmaterial furnished, or permit obligations incurred by TENANT. In accordance with the applicable provisions of the Florida Construction Lien Law and specifically Section 713.10, Florida Statutes, as may be amended from time to exist any Lien time, no interest of any kind on any Property owned LANDLORD whether real or personal in the Premises or in the Building or in the underlying land shall be subject to liens for repairs, improvements and/or alterations made by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations TENANT or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required caused to be made in the ordinary course of businessby TENANT hereunder. Further, provided in each case TENANT acknowledges that the obligation is not for borrowed money and that the obligation secured is not overdue orTENANT, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due repairs, improvements and/or alterations made by TENANT or which are being contested in good faith caused to be made by appropriate proceedings which prevent enforcement TENANT hereunder, shall promptly notify the contractor performing such work of this provision exculpating LANDLORD from liability for such liens. Notwithstanding the foregoing, if any mechanic’s lien or other lien, claim of lien, attachment, judgment, execution, writ, charge or encumbrance is filed against the Premises, the Building or this leasehold, or any alterations, fixtures or improvements therein or thereof, as a result of any work performed by or at the direction of TENANT or any of TENANT’S agents, TENANT shall within thirty (30) business days following TENANT’S receipt of notice from LANDLORD of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event imposition of Default under Section 9.1(g) hereof and the pledge of assets for lien, diligently pursue the purpose of securing an appeal, stay cancellation or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured liens. In the event that (x) the lien causes the contractor to commence a foreclosure action against the Premises, or (y) the lien causes the LANDLORD’S lender to put the LANDLORD in default under any loan documents (x) or (y) being referred to as an “Urgent Lien Matter”), then TENANT shall cause such lien to be released of record by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest payment or title posting of a lessor bond within ten (10) business days of TENANT’S receipt of notice of such Urgent Lien Matter. If TENANT fails to discharge as herein required, TENANT shall be in default under this Lease. In such event, without waiving TENANT’S default, LANDLORD may discharge the same of record by payment, bonding or sublessor under any operating lease; and
(h) easementsotherwise and may do so without giving TENANT further notice. Upon LANDLORD’S demand, rights-of-way, restrictions, TENANT will promptly reimburse LANDLORD for all costs and expenses so incurred by LANDLORD. This right to cure shall be in addition to all other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount available rights and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiaryremedies available to LANDLORD.
Appears in 2 contracts
Samples: Lease Agreement (Trulieve Cannabis Corp.), Lease Agreement (Trulieve Cannabis Corp.)
Liens. The Borrower shall will not, nor shall it and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien upon or with respect to any item constituting Collateral, whether now owned or hereafter acquired, except for the Lien of the Security Document relating thereto, Prior Liens applicable thereto and Permitted Encumbrances. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit suffer to exist any Lien upon or with respect to any property or assets of the Borrower or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets or assign any right to receive income, or file or permit the filing of any kind on financing statement under the UCC or any Property owned by other similar notice of Lien under any such Person; providedsimilar recording or notice statute, howeverexcept the following, that the foregoing shall not apply which are herein collectively referred to nor operate to preventas "PERMITTED ENCUMBRANCES":
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, for taxes, assessmentsassessments or governmental charges or claims not yet delinquent or Liens for taxes, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), or claims being contested in good faith cash deposits in connection with tendersand by appropriate proceedings for which adequate reserves, contractsas may be required by GAAP, have been established or leases as to which bonds have been posted with the applicable authority in the amounts required by applicable law;
(b) Liens in respect of property or assets of the Borrower or any Subsidiary is a party or other cash deposits required to be made of its Restricted Subsidiaries imposed by law (i) which were incurred in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', such as carriers', or warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course of business, and (A) which do not in the aggregate materially detract from the value of the property or assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or materially impair the use thereof in the operation of the business with respect to obligations which are not due of the Borrower or any of its Restricted Subsidiaries or (B) which are being contested in good faith by appropriate proceedings promptly instituted, which prevent enforcement proceedings have the effect of preventing the forfeiture or sale of the matter under contest;
property or asset subject to such Lien or (cii) judgment liens and judicial attachment liens which do not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and relate to material liabilities of the Borrower and its Restricted Subsidiaries secured by and do not in the aggregate materially detract from the value of the property and assets of the Borrower and its Restricted Subsidiaries taken as a pledge whole and do not create a default under any lease of assets permitted under this subsection, Real Property;
(c) Liens in connection with any attachment or judgment (including interest and penalties thereon, if any, shall judgment or appeal bonds) not be in excess of $500,000 at 1,000,000 in the aggregate (exclusive of any one time outstandingamount adequately covered by insurance as to which the insurance company has acknowledged coverage) unless the attachment or judgment it secures shall, within 60 days after the entry thereof, not have been discharged or execution thereof not stayed pending appeal, or shall not have been discharged within 30 days after the expiration of any such stay;
(d) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the Liens granted ordinary course of business in favor connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the Administrative Agent pursuant to payment for borrowed money or the Collateral Documentsequivalent);
(e) Liens identified Easements, rights of way, restrictions, minor defects or irregularities in title not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries, in each case incurred in the ordinary course of business and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofwhich do not materially impair for its intended purposes the Real Property to which it relates;
(f) Zoning and building bylaws and ordinances, municipal bylaws and regulations, and restrictive covenants, which do not materially interfere with the use of the subject property by the Borrower or any of its Restricted Subsidiaries as such property is used as of the Closing Date (or, with respect to property acquired after the Closing Date, as such property is used as of the acquisition date of such property);
(g) Liens securing Indebtedness of any Restricted Subsidiary of the Borrower owing to the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary;
(h) Liens upon real or tangible personal property acquired or constructed by the Borrower or its Restricted Subsidiaries after the date hereof or on such property or equity securities of a Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Subsidiary of its Restricted Subsidiaries; PROVIDED, HOWEVER, that (A) any such Lien is created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofIndebtedness representing, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property cost of the Borrower item of property subject thereto or such Subsidiary other than Liens existed on the respective Property so acquireddate such property or securities were acquired and were not incurred as a result of or in anticipation of such acquisition, (iiB) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness Indebtedness secured by such Liens shall Lien does not at any one time exceed 5when incurred 100% of Total Assets the fair value (as determined in good faith by the board of directors of the Borrower or the Borrower) of the property at the time it was so acquired or constructed, (C) the Indebtedness secured by the Lien is not created more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien, (D) such Lien does not extend to or cover any other property other than such item of property, (E) the incurrence of such Indebtedness secured by such Lien is permitted by Section 7.07 and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(gF) such Lien is not in violation of any interest or title lease of a lessor or sublessor under any operating leaseReal Property of any Credit Party; and
(hi) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value Liens on any property existing as of the Property subject thereto date hereof securing Existing Debt and any refinancing, extension, renewal or materially interfere with the ordinary conduct rearrangement thereof provided that such Lien does not extend to or cover any other property other than items of property encumbered as of the business of the Borrower or any Subsidiarydate hereof.
Appears in 2 contracts
Samples: Credit Agreement (Color Spot Nurseries Inc), Credit Agreement (Color Spot Nurseries Inc)
Liens. The Borrower Company shall not, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by the Company or any such PersonSubsidiary; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower Company or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower Company and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 1,000,000 at any one time outstanding;
(d) the Liens granted in favor existing as of the Administrative Agent pursuant to the Collateral Documentsdate hereof and disclosed on Exhibit C hereto;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower Company or any Subsidiary of its Subsidiaries created solely for the purpose of securing indebtedness permitted by Section 8.7(g7.13(b) hereof, representing or incurred to finance, refinance, refinance or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower Company or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(hf) easements, rightsright-of-way, restrictions, zoning and similar restrictions and other similar encumbrances incurred in the ordinary course of business or title defects which, in the aggregate, are not substantial in amount amount, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiaryCompany; and
(g) Liens arising solely in connection with the Corning Acquisition.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Newport Corp), Revolving Credit Agreement (Newport Corp)
Liens. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) inchoate Liens for the payment of taxes which are not yet due and payable or the payment of which is not required by Section 6.7;
(b) Liens (i) arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges charges, (other than Liens arising under ERISA), good faith cash deposits ii) in connection with bids, tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other (iii) to secure public or statutory obligations of such Person or deposits of cash or Cash Equivalents to secure surety or appeal bonds to which such Person is a party, or deposits required to be made as security for contested taxes or for the payment of rent, in each case, incurred in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(bc) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due overdue by a period of more than 30 days or which which, to the extent the failure to do so could reasonably be expected to have a Material Adverse Effect, are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingproceedings;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g6.11(d) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquiredacquired or similar Property acquired from the same lender or its Affiliates, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of all such Property, as reduced by repayments of principal thereon, and ;
(iiif) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsincurred in connection with Permitted Acquisitions;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances as to the use of real property of the Borrower or any Subsidiary incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from impair their use in the value operation of the business of such Person;
(h) Liens in favor of (i) Fifth Third Ohio created pursuant to the Clearing Agreement, (ii) one or more financial institutions pursuant to similar sponsorship, clearinghouse and/or settlement arrangements, provided that no Liens permitted under this clause (ii) will extend to cover Property subject thereto of the Borrower or any Subsidiary other than that held by the other party to such agreement and the amount of such Lien shall not exceed the amount owed by the Borrower or any Subsidiary under such agreement;
(i) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;
(j) Liens arising from judgments or decrees for the payment of money in circumstances not constituting an Event of Default under Section 7.1;
(k) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease not prohibited by this Agreement;
(l) licenses and sublicenses of intellectual property granted in the ordinary course of business;
(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 that does not materially interfere with the ordinary course of conduct of the business of the Borrower and its Subsidiaries, taken as a whole;
(n) Liens (i) of a collection bank arising under Section 4-210 of the UCC 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 a banking institution arising as a matter of law encumbering deposits (including the right to set off), which are within the general parameters customary in the banking industry;
(o) Liens (i) on cash advances in favor of the seller of any property to be acquired in an investment permitted pursuant to Section 6.14 to be applied against the purchase price for such investment or (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 6.13;
(p) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents;
(q) 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, automatic clearing house or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business;
(r) Liens solely on any xxxx xxxxxxx money deposits or escrow arrangements made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(t) Liens incurred to secure any Indebtedness permitted to be incurred under Section 6.11; provided that the aggregate principal amount of all Indebtedness secured by such Liens, together with all Refinancing Indebtedness in respect thereof, shall not exceed $10,000,000.00;
(u) Liens in favor of the issuer of customs, stay, performance, bid, appeal or surety bonds or completion guarantees and other obligations of a like nature or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;
(v) Liens existing on the Closing Date and described on Schedule 6.12;
(w) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary or concurrently therewith; provided, further, that such Liens may not extend to any other property owned by the Borrower or any of its Subsidiaries; provided, further, that such Liens secure Indebtedness permitted to be incurred under clause (y) of Section 6.11(u);
(x) Liens on property at the time the Borrower or a Subsidiary acquired the property or concurrently therewith, including any acquisition by means of a merger or consolidation with or into the Borrower or any of its Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, that the Liens may not extend to any other property owned by the Borrower or any of its Subsidiaries; provided, further, that such Liens secure Indebtedness permitted to be incurred under clause (y) of Section 6.11(u);
(y) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and pledges or deposits in the ordinary course of business securing inventory purchases from vendors; and
(z) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness permitted by Section 6.11 and secured by any Lien referred to in the foregoing clauses (e), (v), (w) and (x); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (e), (v), (w) and (x) at the time the original Lien became a Permitted Lien hereunder, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement.
Appears in 2 contracts
Samples: Loan Agreement (Fifth Third Bancorp), Amendment and Restatement Agreement (Fifth Third Bancorp)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by the Borrower or any such PersonSubsidiary; provided, however, that the foregoing this Section shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 250,000 at any one time outstanding;; and
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary of its Subsidiaries created solely for the purpose of securing indebtedness permitted by Section 8.7(g7.11(b) hereof, representing or incurred to finance, refinance, refinance or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Revolving and Term Credit Agreement (Hewitt Associates Inc), Revolving and Term Credit Agreement (Hewitt Associates Inc)
Liens. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien of any kind on any Property owned by or asset of any such Person; providedkind of the Borrower or any Subsidiary of the Borrower, howeverexcept the following (collectively, that the foregoing shall not apply to nor operate to prevent:“Permitted Liens”):
(a) Liens arising in the ordinary course of business by statute operation of law in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits deposits, pledges or other Liens in connection with bids, tenders, contracts, contracts or leases to which the Borrower or any Subsidiary its Subsidiaries is a party or other cash deposits required to be made in the ordinary course of business, ; provided that in each case that the obligation secured is not for borrowed money Debt and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves in conformity with GAAP have been established provided therefor;
(b) mechanics'’, workmen'sworker’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect (or deposits to obtain the release of such Liens) related to obligations which not due or, if due, that are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor;
(c) Liens for taxes or assessments or other government charges or levies not yet due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestand reserves in conformity with GAAP have been provided therefor;
(cd) judgment liens Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, or in connection with surety or appeal bonds in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or which the Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review, and judicial attachment liens not constituting an Event for which it shall have obtained a stay of Default under Section 9.1(g) hereof and the pledge of assets execution pending such appeal or proceeding for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, review; provided that the aggregate amount of liabilities (including interest and penalties, if any but without duplicationexcluding any liabilities covered by insurance) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, such Liens shall not be in excess of exceed $500,000 15,000,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, restrictions and other similar encumbrances on real property incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and which that do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) any interest or title of a lessor under any operating lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased;
(g) Liens in favor of depository and collection banks and other regulated financial institutions consisting of statutory or contractual setoff rights with respect to deposit accounts or securities accounts of the Borrower or any Subsidiary thereof maintained with such bank or financial institution to secure payment of customary maintenance fees or other administrative charges associated with such accounts so long as such Liens do not secure Indebtedness and are incurred in the ordinary course of business or that are being contested in good faith by appropriate proceedings;
(h) Liens upon any Property acquired by the Borrower or any of its Subsidiaries (A) to secure the payment of all or any part of the purchase price of such Property upon its acquisition, (B) to secure Debt issued, assumed or guaranteed by the Borrower or such Subsidiary before, at the time of, or within 90 days after the acquisition of such Property, which Debt financed all or any part of the purchase price of such Property, (C) to secure capitalized lease obligations or (D) to secure commercial letters of credit issued to pay part or all of the purchase price of such Property; provided that in each case such Lien applies only to the Property that was so acquired or purchased, such Debt is incurred in connection with such acquisition or purchase and such Debt does not exceed the purchase price of such Property;
(i) Liens on Property existing at the time such Property is acquired by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such acquisition and 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 acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary.;
Appears in 2 contracts
Samples: Credit Agreement (Aptargroup Inc), Credit Agreement (Aptargroup Inc)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, provided that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, ; provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens Liens and judicial attachment liens Liens not constituting an Event of Default under Section 9.1(g8.01(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property equipment of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g7.01(b) hereofand (e), representing or incurred to finance, refinance, or refund finance the purchase price of such Property, ; provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) any interest or title of a lessor or sublessor under any operating lease; and;
(hf) easements, rights-of-rights of way, restrictions, and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;
(g) Liens existing on the date hereof and listed on Schedule 7.02;
(h) other Liens not otherwise permitted by this Section securing indebtedness and other obligations in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; and
(i) Liens granted in favor of Administrative Agent pursuant to the Collateral Documents.
Appears in 2 contracts
Samples: Credit Agreement (Duluth Holdings Inc.), Credit Agreement (Duluth Holdings Inc.)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no BecoCom shall at all times (A) promptly pay for all services, Construction Materials, and labor used or furnished by BecoCom (except if provided by Carrier pursuant to Section 3(b)(iii) hereof) in the performance of the Work under this Agreement in order to keep the BecoCom Facilities and the New BecoCom Constructed Facilities which are Non-Power Space Facilities, the premises of the Affiliate Right-of-Way Owners and all property or rights belonging to Carrier or Affiliate Right-of-Way Owners, free and clear of any and all Liens and (B) keep the premises of Right-of-Way Owners who are not Affiliates of BecoCom free and clear of any and all Liens arising as a result of any activities of BecoCom. If BecoCom fails to release and discharge any such Lien against the BecoCom Facilities and premises of Right-of-Way Owners within 30 days after receipt of written notice from Carrier to remove such Lien, Carrier may, at its option, discharge or release the Lien or otherwise deal with the Lien claimant, and BecoCom shall extend pay Carrier any costs and expenses incurred by Carrier, including reasonable attorneys' fees, or alternatively Carrier may, at its choosing, deduct such costs and fees from amounts due to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, BecoCom hereunder.
(ii) Carrier acknowledges that the principal amount primary source of indebtedness secured revenue of BecoCom is the payments that Carrier is or becomes obligated to pay BecoCom pursuant to this Agreement and the other Basic Agreements. Therefore, the obligations of BecoCom under the provisions of this Section 3(g) may be enforced by any such Lien shall at no time exceed Carrier only so long as Carrier is in material compliance with its obligations to pay BecoCom pursuant to this Agreement and the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiaryBasic Agreements.
Appears in 2 contracts
Samples: Construction and Indefeasible Right of Use Agreement (RCN Corp /De/), License Agreement (Nstar/Ma)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:prevent (the following being collectively referred to as “Permitted Encumbrances”):
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
; (b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
; (c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g8.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, ; provided that the aggregate amount (but without duplication) of such judgment liens and attachments and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 15,000,000 at any one time outstanding;
; (d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof7.1(b), representing or incurred to finance, refinance, or refund finance the purchase price of such Property, ; provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Sterling Infrastructure, Inc.), Credit Agreement (Sterling Infrastructure, Inc.)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, createCreate, incur, assume, or permit to exist any Lien of any kind on any of ----- its Property (now owned by any such Person; providedor hereafter acquired) except, howeversubject to all other provisions of this Article, that the foregoing restrictions shall not apply to nor operate to preventto:
(a) Any Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, securing the payment of any Debt to Lender;
(b) any Lien existing as of the Closing Date;
(c) Liens for taxes, assessmentsfees, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractswhich are not delinquent or remain payable without penalty, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being Liens contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforproceeding;
(bd) carriers', warehousemen's, mechanics', workmen'slandlords', materialmen's, landlords', carriers', repairmen's or other similar Liens arising in the ordinary course of business with respect to obligations which are not due delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings which prevent enforcement have the effect of preventing the forfeiture or sale of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentsproperty subject thereto;
(e) Liens identified (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofother social security legislation;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property the non-delinquent performance of the Borrower or such Subsidiary bids, trade contracts (other than the respective Property so acquiredfor borrowed money), leases, statutory obligations; (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, 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 aggregate principal amount of all such indebtedness secured by such Liens shall would not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements(even if enforced) cause a Material Adverse Effect;
(g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any interest or title of a lessor or sublessor under any operating lease; andtime outstanding for the consolidated Borrower do not exceed $5,000,000;
(h) easements, rights-of-way, restrictions, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount amount, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business businesses of the Borrower;
(i) purchase money security interests on any property acquired or held by the Borrower or any Subsidiaryin the ordinary course of business;
(j) Liens securing obligations in respect of capital leases on assets subject to such leases; and
(k) Normal and customary Liens incurred in the ordinary course of business which do not, in the aggregate, exceed twenty percent (20%) of the Borrower's Consolidated Tangible Net Worth.
Appears in 2 contracts
Samples: Loan Agreement (Chemfirst Inc), Loan Agreement (Chemfirst Inc)
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries other Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 2,500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent for the benefit of the Agent and the Banks pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g8.7(b) hereof, representing or incurred to finance, refinance, refinance or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(hf) easements, rights-of-way, restrictions, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;
(g) Liens described on Schedule 8.8 hereof; and
(h) any interest or title of a lessor under any operating lease.
Appears in 2 contracts
Samples: Credit Agreement (Apac Teleservices Inc), Credit Agreement (Apac Teleservices Inc)
Liens. The Borrower Tenant shall not, nor shall it permit keep the Premises and the Complex in which the Premises are situated free from any of its Subsidiaries to, create, incur, or permit to exist any Lien liens arising out of any kind on any Property owned work performed, materials furnished or obligations incurred by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute Tenant in connection with workerthe construction of the Tenant Improvements. In the event a mechanic's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges lien is filed against the Premises or the Complex as a result of a claim arising through Tenant or the Tenant Improvements, Landlord may demand that Tenant furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to at least one hundred fifty percent (other than Liens arising under ERISA)150%) of the amount of the contested lien claim or demand, good faith cash deposits indemnifying Landlord against liability for the same and holding the Premises and Complex free from the effect of such lien or claim. Such bond must be posted within ten (10) days following notice from Landlord. In addition, Landlord may require Tenant to pay Landlord's attorneys' fees and /s/ ----------------------- ---------------------- Landlord's Initials Tenant's Initials costs in participating in any action to foreclose such lien if Landlord shall decide it is to its best interest to do so. In any event, Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses, suits, costs and fees, including, but not limited to, reasonable attorneys' fees and expenses, incurred in connection with tendersor related to a claim arising through Tenant or the Tenant Improvements. /s/ ----------------------- ---------------------- Landlord's Initials Tenant's Initials EXHIBIT D ACKNOWLEDGEMENT OF COMMENCEMENT This Acknowledgement is made as of __________ with reference to that certain Lease Agreement (hereinafter referred to as the "Lease") dated, contractsJune 30, or leases to which 2000, by and between BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation "Landlord" therein, and PINE PHOTONICS COMMUNICATIONS, INC., a Delaware corporation "Tenant", for the Borrower or any Subsidiary is a party or other cash deposits Premises situated at 940 AUBURN COURT, FREMONT, CALIFORNIA 94538. The undersigned hereby xxxxxxxx xxx xxxxxxxxx:
0. Xxxx xxx Xxxxxt accepted possession of the Premises (as described in said Lease) on__________, and acknowledges that the Premises are as represented by the Landlord and in good order, condition and repair, and that the improvements, if any, required to be constructed for Tenant by Landlord under this Lease have been so constructed and are satisfactorily completed in all respects.
2. That all conditions of said Lease to be performed by Landlord prerequisite to the full effectiveness of said Lease have been satisfied and that Landlord has fulfilled all of its duties of an inducement nature.
3. That in accordance with the provisions of said Lease the commencement date of the term is __________, and that, unless sooner terminated, the original term thereof expires on __________.
4. That said Lease is in full force and effect and that the same represents the entire agreement between Landlord and Tenant concerning said Lease.
5. That there are no existing defenses which Tenant has against the enforcement of said Lease by Landlord, and no offsets or credits against rentals.
6. That the minimum rental obligations of said Lease is presently in effect and that all rentals, charges and other obligations on the part of Tenant under said Lease commenced to accrue on __________.
7. That the undersigned has not made any prior assignment, hypothecation or pledge of said Lease or of the rents hereunder. TENANT: PINE PHOTONICS COMMUNICATIONS, INC. A DELAWARE CORPORATION BY: ------------------------------- (PRINT): -------------------------- ITS: ------------------------------ DATE: ----------------------------- /s/ ------------------- ----------------- Landlord's Initials Tenant's Initials EXHIBIT E RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE
1. No sign, placard, picture, advertisement, name of notice shall be inscribed, displayed or printed or affixed on the Building or to any part thereof, or which is visible from the outside of the Building, without the written consent of Landlord, first had and obtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice and at the expense of Tenant. All approved signs or lettering on doors shall be printed, affixed or inscribed at the expense of Tenant by a person approved by Landlord. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises.
2. If a directory is located at the Building, it is provided exclusively for the display of the name and location of Tenant only and Landlord reserves the right to exclude any other names therefrom.
3. The sidewalks, passages, exits, entrances, and stairways in and around the Building shall not be obstructed by Tenant or used by it for any purpose other than for ingress to and egress from the Premises. The passages, exits, entrances, stairways, and roof are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the Building and its Tenants, provided that nothing herein contained shall be construed to prevent such access to person with whom Tenant normally deals in the ordinary course of business, provided Tenant's business unless such persons are engaged in each case that illegal activities. Neither Tenant nor any employees or invitees of Tenant shall go upon the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement roof of the matter under contest Building.
4. Tenant shall not be permitted to install any additional lock or locks on any door in the Building unless written consent of Landlord shall have first been obtained. Two keys will be furnished by Landlord for every room.
5. The toilets and adequate reserves have been established therefor;urinals shall not be used for any purpose other than those for which they were constructed, and no rubbish, newspapers or other substances of any kind shall be thrown into them. Wastes and excessive or unusual use of water shall not be allowed. Tenant shall be responsible for any breakage, stoppage or damage resulting from the violation of this rule by Tenant or its employees or invitees.
(b) mechanics'6. Tenant shall not overload the floor of the Premises or mark, workmen'sdrive nails, materialmen'sscrew or drill into the partitions, landlords'woodworx xx plaster or in any way deface the Premises or any part thereof.
7. Tenant shall not use, carriers'keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by /s/ ------------------- ----------------- Landlord's Initials Tenant's Initials reason of noise, odors and/or vibrations, or interfere in any way with other Tenants or those having business therein.
8. The Premises shall not be used for the storage of merchandise, for washing clothes, for lodging, or for any improper objectionable or immoral purposes.
9. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline, or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Landlord.
10. Landlord will direct electricians as to the manner and location in which telephone and telegraph wires are to be introduced. No boring or cutting for wires will be allowed without the consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord.
11. Tenant shall not lay linoleum, tile, carpet or other similar Liens arising in floor covering so that the ordinary course of business with respect same shall be affixed to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement the floor of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event Premises in any manner except as approved by Landlord. The expense of Default under Section 9.1(g) hereof and the pledge repairing any damage resulting from a violation of assets for the purpose of securing an appeal, stay this rule or discharge in the course removal of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured floor covering shall be borne by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, Tenant.
12. Exterior blinds are furnished for each window by Landlord. Any additional window covering desired by Tenant shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted approved by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiaryLandlord.
Appears in 1 contract
Samples: Business Park Net Lease (Opnext Inc)
Liens. The Borrower Tenant shall keep the Premises and the Project free from liens arising out of or related to work performed, materials or supplies furnished, or obligations incurred by Tenant in connection with any Alterations or other work made, suffered or done by or on behalf of Tenant in or on the Premises or Project. In the event that Tenant shall not, nor within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a proper bond, Landlord shall it permit have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien. All sums paid by Lxxxxxxx on behalf of Tenant and all expenses incurred by Landlord in connection therewith shall be payable to Landlord by Tenant on demand with interest at the Applicable Interest Rate from the date of payment by Landlord. Landlord shall have the right at all times to post and keep posted on the Premises any of its Subsidiaries to, create, incurnotices permitted or required by law, or permit to exist which Landlord shall deem proper, for the protection of Landlord, the Premises, the Project and any Lien other party having an interest therein, from mechanics’ and materialmen’s liens, and Tenant shall give Landlord not less than ten (10) business days’ prior written notice of the commencement of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made work in the ordinary course of businessPremises or Project which could lawfully give rise to a claim for mechanics’ or materialmen’s liens. IN ADDITION, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue orAND NOTWITHSTANDING ANY TERM OR PROVISION OF THIS PARAGRAPH 13 OR OF THIS LEASE TO THE CONTRARY, if overdueTO THE EXTENT THE COST OF SAME WOULD EXCEED $5,000.00, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
TENANT SHALL NOT COMMENCE OR CONDUCT, OR ALLOW TO BE COMMENCED OR CONDUCTED, ANY ALTERATIONS OR WORK OF REPAIR OR REPLACEMENT AT ITS REQUEST OR AUTHORIZATION, OR ALLOW THE DELIVERY OF ANY MATERIALS IN CONNECTION THEREWITH, UNLESS AND UNTIL TENANT HAS COMPLIED WITH EACH AND EVERY TERM OF NEVADA REVISED STATUTES (b“NRS”) mechanics'108.2403, workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
SUCH THAT LANDLORD ACHIEVES THE STATUS OF A “DISINTERESTED OWNER” AS DEFINED AND DESCRIBED IN NRS 108.234. (c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiaryTHE FOREGOING REQUIREMENTS AND OBLIGATIONS OF TENANT ARE THE “REQUIRED MECHANICS LIEN PROTECTIONS”.)
Appears in 1 contract
Liens. The Each Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, or permit suffer to exist any Lien in, of or on the property of either Borrower or any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to preventof its Subsidiaries except:
(a) the interest of a lessor under a capital lease or otherwise securing Capital Lease Obligations;
(b) Liens arising by statute existing on the Closing Date and described in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, Schedule 6.2;
(c) Liens for taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractsor levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith and by appropriate proceedings and for which prevent enforcement of the matter under contest and adequate reserves in accordance with GAAP shall have been established thereforset aside on its books;
(bd) mechanics'Liens imposed by law, workmen'ssuch as landlords’ carriers’, materialmen's’s, landlords'processors’, carriers', or warehousemen’s and mechanics’ liens and other similar Liens liens arising in the ordinary course of business with respect to which secure payment of obligations which are not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and for which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge adequate reserves in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and accordance with GAAP shall have been set aside on its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentsbooks;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofarising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
(f) Liens on property deposits to secure the performance of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofbids, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that trade contracts (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than for borrowed money), leases, statutory obligations, surety, indemnity and appeal and release bonds, performance bonds and other obligations of a like nature incurred in the respective Property so acquired, (ii) the principal amount ordinary course of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsbusiness;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, reservations, rights-of-way, restrictions, survey exceptions, encroachments, covenants, minor defects, irregularities and other similar encumbrances incurred as to real property of either Borrower or any Subsidiary which customarily exist on properties of corporations engaged in the ordinary course of business which, in the aggregate, are not substantial in amount similar activities and similarly situated and which do not materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of either Borrower or any Subsidiary conducted at the property subject thereto;
(h) Liens existing on property or assets at the time of acquisition thereof after the Effective Date by a Borrower or any Subsidiary, provided that (i) such Liens existed at the time of such acquisition and were not created in anticipation thereof, and (ii) any such Lien does not encumber any other property or assets (other than additions thereto and property in replacement or substitution thereof);
(i) Liens existing on property or assets of a Person which becomes a Subsidiary after the Effective Date; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof, and (ii) any such Lien does not encumber any other property or assets (other than additions thereto and property in replacement or substitution thereof);
(j) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority or in connection with arbitration proceedings, if appropriate legal proceedings are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired, in an aggregate amount not to exceed, when taken together with all Liens securing bonds to stay judgments or in connection with appeals as permitted by Section 6.2(f), Cdn.$25,000,000 at any time outstanding;
(k) Purchase Money Liens (including Liens to which any property is subject at the time of acquisition thereof) securing purchase money Indebtedness (other than Capital Leases) incurred by either Borrower or any Subsidiary after the Closing Date to finance the acquisition or construction of assets used in its business, if (i) at the time of such incurrence, no Default or Event of Default has occurred and is continuing or would result from such incurrence, (ii) such Indebtedness has a scheduled maturity and is not due on demand, (iii) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired and (iv) such Indebtedness does not exceed Cdn.$50,000,000 in the aggregate outstanding at any time; provided that such Liens shall not apply to any property of either Borrower or any Subsidiary other than that financed (including improvements thereto);
(l) the title of a lessor in or to property subject to an operating lease or subject to a Sale/Leaseback Transaction;
(m) Liens (if any) from time to time securing the obligations hereunder;
(n) municipal and zoning ordinances, which are not violated in any material respect by the existing improvements and the present use made by either Borrower or any Subsidiary of real property;
(o) customary rights of set off, revocation, refund or chargeback under deposit agreements or under applicable law of banks or other financial institutions where either Borrower or any Subsidiary maintains deposits in the ordinary course of business permitted by this Agreement;
(p) Liens arising from the granting of a license to any person in the ordinary course of business of either Borrower or any Subsidiary;
(q) Liens attaching solely to cxxx xxxxxxx money deposits made by either Borrower or any Subsidiary in connection with any letter of intent or purchase agreement entered into by it in connection with a Permitted Acquisition;
(r) Liens deemed to exist in connection with repurchase agreements and other similar Investments to the extent such Investments are permitted under Section 6.4;
(s) Liens arising by operation of law on insurance policies and proceeds thereof to secure premiums thereunder;
(t) Liens arising in connection with a Permitted Receivables Financing;
(u) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses, provided that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured prior to such extension, renewal or replacement and that such extension, renewal or replacement Lien shall be limited to all or a part of the assets which secured the Lien so extended, renewed or replaced (plus improvements and construction on such real property); and
(v) other Liens securing Indebtedness in an aggregate amount not to exceed 10% of Consolidated Tangible Net Worth, as determined as of the last day of the most recently completed Fiscal Quarter (but without regard to the proviso in the definition of “Consolidated Tangible Net Worth”) at any time. In addition to the foregoing, (i) neither Borrower nor any Subsidiary shall become a party to any agreement, note, indenture or other instrument, or take any other action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of the applicable Administrative Agent for the benefit of itself and the Lenders as collateral for the obligations under this Agreement and the other Loan Documents; provided that any agreement, note, indenture or other instrument may prohibit the creation of a Lien in favor of the applicable Administrative Agent for the benefit of itself and the Lenders to the extent that and for so long as such Lien is not required to be shared with the applicable Administrative Agent and the Lenders on an equal and ratable basis pursuant to the immediately succeeding clause (ii); and (ii) neither Borrower nor any Subsidiary shall create, assume or suffer to exist any Lien securing Indebtedness for borrowed money aggregating in excess of Cdn.$25,000,000 (other than any Liens permitted by the provisions of 6.2(a) through (u) above) upon any of its property, whether now owned or hereafter acquired, unless the obligations of the Borrowers under this Agreement and the other Loan Documents are secured by such Lien equally and ratably with any and all other such Indebtedness secured thereby for so long as any such other Indebtedness shall be so secured.
Appears in 1 contract
Samples: Senior Facilities Credit Agreement (Tim Hortons Inc.)
Liens. The Borrower (a) Lessee represents and warrants that this Mortgage is and shall be maintained as a valid and enforceable lien on the Property subject only to any encumbrances created pursuant to the Security Documents and the Permitted Encumbrances. Except as specifically permitted by this Mortgage or the Security Agreements, Mortgagor shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, create, incur, create or suffer or permit to exist be created, or to stand, against the Property or any portion thereof, or against the rents, issues and profits therefrom, any lien, charge, mortgage, deed of trust, adverse claim or other encumbrance (herein collectively referred to as a "Lien"), whether senior or junior in lien to this Mortgage, other than ---- the Lien of of: (i) this Mortgage, (ii) the Permitted Encumbrances and (iii) any kind on any Property owned by any such Person; other Liens created pursuant to the Security Documents provided, however, that the foregoing nothing contained in this Paragraph 34 shall not apply require Mortgagor to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations pay any real ------------ estate taxes or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases Impositions prior to which the Borrower or any Subsidiary is a party or other cash deposits time when same are required to be paid under this Mortgage. Lessee will keep and maintain the Premises free from all liens of Persons supplying labor or materials relating to the construction, alteration, modification or repair of the Premises. If any such lien shall be filed against the Premises, Lessee agrees to discharge the same of record (by payment, bonding, or otherwise) within thirty (30) days after the notice thereof. No financing statement, conditional xxxx of sale or chattel mortgage shall be made or filed against the Building Equipment without the prior consent of Mortgagee and if at any time there should be any (with or without the consent of Mortgagee), then in the ordinary course event of businessany Event of Default, all right, title and interest of Mortgagor in and to all deposits and payments made thereon are hereby assigned to Mortgagee.
(b) Notwithstanding the provisions of Paragraph 34(a), Lessee shall --------------- have the right, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue orno Event of Default shall exist hereunder, if overdue, is being contested to contest in good faith by appropriate proceedings which prevent enforcement legal proceedings, after notice to, but without cost or expense to, Mortgagee, the validity of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar any Liens arising in connection with the ordinary course Property and to postpone the payment of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceedingsame, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that that: (i) no such Lien contest shall extend operate to prevent the collection thereof or cover other Property realization thereon, the sale of the Borrower Lien thereof, and the sale or such Subsidiary other than forfeiture of the respective Property so acquired, or any part thereof; (ii) such contest shall be promptly and diligently prosecuted by and at the principal amount expense of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and Lessee; (iii) the aggregate principal amount of all such indebtedness secured by such Liens Mortgagee shall not at thereby suffer any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementscivil, or be subjected to any criminal, penalties or sanctions;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary.
Appears in 1 contract
Liens. The Borrower Such Obligor shall not, nor and shall it not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien of any kind on any Property property now owned by any it or such Person; providedSubsidiary, however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which securing the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforObligations;
(b) mechanics'any Lien on any property or asset of such Obligor or any of its Subsidiaries existing on the date hereof and set forth on Schedule 9.02 and renewals and extensions thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien; provided that (i) no such Lien (including any renewal or extension thereof) shall extend to any other property or asset of such Obligor or any of its Subsidiaries (other than improvements and accessions to such property or asset) and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and renewals, workmen'sextensions and replacements thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien that do not increase the outstanding principal amount thereof (other than by an amount equal to unpaid interest and premiums thereon, materialmen'sincluding tender premium, and any customary underwriting discounts, fees, commissions and expenses associated with such extension, renewal or replacement);
(c) Liens securing Indebtedness permitted under Section 9.01(i); provided that such Liens are restricted solely to the collateral described in Section 9.01(i);
(d) Liens imposed by operation of Law arising in the Ordinary Course, including carriers’, warehousemen’s, landlords'’ and mechanics’ liens, carriers', or liens relating to leasehold improvements and other similar Liens arising in the ordinary course Ordinary Course and, in each case, which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business with respect to obligations which are not due or which of such Person and (y) where applicable, are being contested in good faith by appropriate proceedings which prevent enforcement proceedings have the effect of preventing the forfeiture or sale of the matter under contest;
(c) judgment liens property subject to such Liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge which adequate reserves have been made if required in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentsaccordance with GAAP;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofpledges or deposits made in the Ordinary Course in connection with bids, contract leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation;
(f) Liens on property of the Borrower for Taxes, assessments and other governmental charges not yet due or any Subsidiary created solely that are being contested in good faith by appropriate proceedings diligently conducted, for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementswhich adequate reserves with respect thereto are being maintained in accordance with GAAP;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) servitudes, easements, rights-of-rights of way, restrictions, restrictions and other similar encumbrances incurred on real property imposed by any Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions, in each case, on the ordinary course use of business real property or minor imperfections in title thereto which, in the aggregate, are not substantial in amount material, and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries;
(h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property, and such other defects in title that (A) do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and (B) could not reasonably be expected to prevent or interfere with the ability of any Obligor or any of its Subsidiaries to conduct any Product Commercialization and Development Activities in any material respect; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to all applicable Laws; and (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors or its Subsidiaries;
(i) (i) Liens that are contractual or common law rights of set-off relating to (A) the establishment of depository relations in the Ordinary Course with banks not given in connection with the issuance of Indebtedness or (B) pooled deposit or sweep accounts of the Borrower and any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course, (ii) other Liens securing cash management obligations with depositary institutions (that do not constitute Indebtedness) in the Ordinary Course, and (iii) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts, in each case, incurred in the Ordinary Course and not for speculative purposes;
(j) Liens securing Indebtedness permitted under Section 9.01(o); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition pursuant to which such Indebtedness was assumed, (ii) such Lien shall not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary other than the assets subject to such Liens immediately prior to the consummation of such Permitted Acquisition and (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and Permitted Refinancings thereof;
(k) Liens securing Indebtedness permitted under Sections 9.01(k), 9.01(k), 9.01(l), 9.01(m), and 9.01(n);
(l) any judgment Lien or Lien arising from decrees or attachments, in each case, not constituting an Event of Default;
(m) Liens arising from precautionary UCC financing statement filings regarding operating leases of personal property entered into in the Ordinary Course in an Arm’s Length Transaction;
(n) other Liens that do not secure obligations in respect of Indebtedness for borrowed money in an aggregate outstanding amount not to exceed (x) prior to the consummation of a Qualified IPO, $500,000 and (y) following the consummation of a Qualified IPO, $1,500,000;
(o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and incurred in the ordinary course of business;
(p) Permitted Licenses and solely with respect to assets owned by third parties and licensed or leased to such Obligor or any of its Subsidiaries, retained interests or title of licensors or lessors that do not conflict with such Obligor’s or any such Subsidiaries’ use thereof;
(q) Liens on cash and cash equivalents securing obligations under Permitted Hedging Agreements;
(i) Liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security and other like obligations incurred in the Ordinary Course (other than Liens imposed by ERISA) and (ii) deposits in respect of letters of credit, bank guarantees or similar instruments issued for the account of any Obligor or any Subsidiary in the Ordinary Course supporting obligations of the type set forth in clause (i) above or Section 9.01(k);
(s) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(t) Liens of sellers of goods to the Borrower or any of its Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the Ordinary Course, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(u) to the extent constituting a Lien, customary cash escrow arrangements securing indemnification obligations associated with a Permitted Acquisition; and
(v) any Lien arising under conditional sale, title retention, consignment or similar arrangements for the sale of goods in the Ordinary Course; provided that such Lien attaches only to the goods subject to such sale, title retention, consignment or similar arrangement; provided that no Lien otherwise permitted under any of the foregoing clauses (d), (e), (m) and (o) of this Section 9.02 shall apply to any Material Intellectual Property.
Appears in 1 contract
Liens. The Neither Borrower shall notshall, nor shall it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than material Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the a Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due overdue for longer than 60 days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and attachments and liabilities of the Borrower Company and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 10,000,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the a Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g8.7(a) hereof, representing or incurred to finance, refinance, or refund finance the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the a Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) any interest or title of a lessor or sublessor under any operating lease; and;
(hf) easements, rights-of-wayrights‑of‑way, restrictions, licenses and covenants and other similar encumbrances incurred in the ordinary course of business against real property which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the a Borrower or any Subsidiary;
(g) Liens described in Schedule 8.8 hereto and extensions, renewals, refunding and replacements thereof; provided that any such extension, renewal, refunding or replacement Lien shall be limited to the Property covered by the Lien extended, renewed, refunded or replaced and that the obligations secured by any such extension, renewal, refunding or replacement shall be in amount not greater than the amount of the obligations then secured by the Lien extended, renewed, refunded or replaced;
(h) any Lien in connection with a Permitted Acquisition on or affecting any Property (other than capital stock) acquired by a Borrower or a Subsidiary or Property (other than capital stock) of any acquired Subsidiary after the date of this Agreement; provided that (i) such Lien is created prior to the date on which such Person becomes a Subsidiary or such Property is acquired by such Borrower or such Subsidiary, (ii) the Lien was not created in contemplation of the Acquisition, and (iii) such Lien secures Indebtedness permitted hereunder and the principal amount thereof has not increased in contemplation of or since such Acquisition;
(i) Liens representing the interest of any transferee of the Company’s or its Subsidiaries’ accounts receivable and related rights in connection with a Permitted Securitization;
(j) any Lien arising under Article 24 or 26 of the general terms and conditions (Algemene Bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions; and
(k) Liens not otherwise permitted under this Section 8.8 on Property (other than (i) shares of stock in any Subsidiary and (ii) receivables, inventory and similar working capital assets) securing Indebtedness for Borrowed Money that is in an aggregate principal amount at any time not exceeding 10% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year.
Appears in 1 contract
Samples: Credit Agreement (CTS Corp)
Liens. The Borrower shall will not, nor shall will it permit any of its Subsidiaries consolidated Subsidiary to, create, incur, assume or permit suffer to exist exist, any Lien of any kind on any Property of its property or assets now owned by any such Person; providedor hereafter acquired (other than Unrestricted Margin Stock), however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising by statute in connection with worker's compensationwhich may be hereafter created to secure payment of the Obligations;
(b) Liens incurred or deposits or pledges, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue orto secure payment of workers’ compensation, if overdueunemployment insurance, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforold age pensions or other social security obligations;
(bc) mechanics'Liens incurred or deposits or pledges, workmen's, materialmen's, landlords', carriers', or other similar Liens arising made in the ordinary course of business with respect business, to obligations which are not due secure performance of bids, tenders, contracts (other than contracts for Indebtedness), leases, public or which are being contested statutory obligations, surety bonds, appeal bonds, or other Liens or deposits or pledges for purposes of like general nature made in good faith by appropriate proceedings which prevent enforcement the ordinary course of the matter under contestbusiness;
(cd) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets Deposits or pledges for the purpose of securing an appeal, stay or discharge in the course of any legal proceedingproceedings, or Liens for judgments or awards which were not incurred in connection with Indebtedness or the obtaining of advances or credits; provided that such deposits, pledges and Liens do not, in the aggregate amount (but without duplication) for the Borrower and the consolidated Subsidiaries, materially detract from the value of their assets or properties or materially impair the use thereof in the ordinary course of business and such appeal, judgment liens and liabilities or award, as the case may be, is being diligently contested or litigated in good faith by appropriate proceedings; provided further, there has been set aside on the books of the Borrower or the consolidated Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto; and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall provided further execution is not be in excess of $500,000 at levied upon any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentssuch judgment or award;
(e) Liens identified for taxes, fees, assessments and described governmental charges not delinquent or which are being contested in good faith by appropriate proceedings, provided there has been set aside on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofthe books of the Borrower or the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto; and provided further, execution is not levied upon any such Lien;
(f) Mechanics’, carriers’, workers’, repairmen’s or other like Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 90 calendar days, or which are being contested in good faith by appropriate proceedings; provided there has been set aside on the books of the Borrower and the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto; and provided further, execution is not levied upon any such Lien;
(g) Lessors’ interests under capital leases;
(h) Liens on property acquired or constructed with the proceeds of any tax-exempt bond financing to secure such financing;
(i) Liens securing Indebtedness of a consolidated Subsidiary to the Borrower or any Guarantor or, in the case of Indebtedness of a consolidated Subsidiary created solely for which is not a Guarantor, to any consolidated Subsidiary which is not a Guarantor;
(j) Liens existing on the purpose property of securing indebtedness permitted by Section 8.7(g) hereof, representing a corporation or incurred other business entity immediately prior to finance, refinanceits being consolidated with or merged into the Borrower or a consolidated Subsidiary or its becoming a consolidated Subsidiary, or refund Liens existing on any property acquired by the purchase price of PropertyBorrower or a consolidated Subsidiary at the time such is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (i) no such Lien was created or assumed in contemplation of such consolidation or merger or such entity’s becoming a consolidated Subsidiary or such acquisition of property and (ii) each such Lien shall extend only cover the acquired property and, if required by the terms of the instrument originally creating such Lien, property which is an improvement to or cover is acquired for specific use in connection with such acquired property;
(k) Liens on Flight Equipment acquired on or after the date of this Agreement which (i) secure the payment of all or any part of the purchase price of such Flight Equipment or improvements thereon or modifications thereto, (ii) are limited to the Flight Equipment so acquired and improvements thereon or modifications thereto, and (iii) attach to such Flight Equipment within one year after the acquisition, improvement or modification of such Flight Equipment;
(l) 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;
(m) Zoning, building or other Property restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, (i) interfere in any material respect with the present use or occupancy of the affected parcel by the Borrower or such Subsidiary other than the respective Property so acquiredany Subsidiary, (ii) have no more than an immaterial effect on the value thereof or its use or (iii) would impair the ability of such parcel to be sold for its present use;
(n) Liens arising solely by virtue of (i) any law or regulation relating to banker’s liens, or (ii) rights of set-off or similar rights and remedies, in each case as to deposit accounts or other funds maintained with a creditor depository institution;
(o) Liens to secure Indebtedness for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of the property subject to such Lien; provided, however, that (i) the principal amount of indebtedness any Indebtedness secured by such Lien does not exceed 100% of such purchase price or cost and (ii) such Lien does not extend to or cover any other property other than such item of property so acquired, constructed or improved;
(p) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by clauses (h), (j), (k) and (o) of this Section; provided that such Lien shall at no Indebtedness is not increased and is not secured by any additional assets;
(q) Liens incurred or deposits or pledges made for the purpose of complying with any cash collateralization requirements resulting from defaults by lenders under any syndicated letter of credit facility the Borrower may have in place from time exceed the original purchase price of such Propertyto time; and
(r) Liens not otherwise permitted by Sections 6.01 (a) through (q); provided that, as reduced by repayments of principal thereonthe date any Lien is incurred and as of the end of each fiscal quarter of the Borrower ending after May 31, and 2009, the sum of (iiii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets outstanding Long Term Debt of the Borrower consolidated Subsidiaries which are not Guarantors (excluding the Current Maturities of any such Long Term Debt and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title Long Term Debt of a lessor consolidated Subsidiary owing to the Borrower or sublessor under any operating lease; and
another consolidated Subsidiary that is a Guarantor), plus (hii) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course aggregate principal amount of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business all outstanding Long Term Debt of the Borrower or any SubsidiaryGuarantor (excluding the Current Maturities of any such Long Term Debt and any Long Term Debt of a consolidated Subsidiary owing to the Borrower or another consolidated Subsidiary that is a Guarantor) which is secured as permitted by this Section 6.01(r), does not exceed 8% of Consolidated Adjusted Total Assets.
Appears in 1 contract
Samples: Credit Agreement (Fedex Corp)
Liens. The Notwithstanding anything herein to the contrary, the Borrower shall will not, nor shall it and will not cause or permit any of its Subsidiaries to, create, incurincur or suffer to exist, any Lien in, of or on its or their Property (whether now owned or hereafter acquired, or permit to exist upon any Lien of any kind on any Property owned by any such Person; providedincome, howeverprofits or proceeds therefrom), that except the foregoing shall not apply to nor operate to prevent:following (“Permitted Liens”):
(a) Subject to Section 8.1(g) hereof, Liens arising by statute in connection with worker's compensationfor Taxes, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractsor levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith and by appropriate proceedings or procedures and for which prevent enforcement of the matter under contest and adequate reserves in accordance with IFRS shall have been established thereforset aside on its books, so long as the Borrower’s or Subsidiary’s title to, and its right to use, its Properties are not materially adversely affected thereby;
(b) Subject to Section 8.1(g) hereof, Liens imposed by law, such as carriers’, warehousemen’s and mechanics', workmen's, materialmen's, landlords', carriers', or ’ liens and other similar Liens arising in the ordinary course of business with respect to which secure payment of obligations which are not more than 30 days past due or which are being contested in good faith by appropriate proceedings and for which prevent enforcement of adequate reserves in accordance with IFRS shall have been set aside on its books, so long as the matter under contestBorrower’s or Subsidiary’s title to, and its right to use, its Properties are not materially adversely affected thereby;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no Utility easements, building restrictions and such Lien shall extend other encumbrances or charges against real property as are of a nature generally existing with respect to or cover other Property properties of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Propertya similar character, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred arise in the ordinary course of business which, in the aggregate, are and that do not substantial in amount secure any monetary obligations and which do not materially detract from the value of the Property subject thereto affected property or interfere with the ordinary course of business of the Borrower or any Subsidiary and (ii) minor defects in title, in each case, which do not materially interfere with the conduct of the Borrower’s and its Subsidiaries’ business or the utilization thereof in the business of the Borrower or its Subsidiaries;
(d) Liens existing on the date hereof and described in Schedule 9.4, including the extensions thereof;
(e) Liens securing obligations that do not exceed $10,000,000 at any one time outstanding (the “Lien Basket”), provided that, in case the Permitted Liens set forth in Section 9.4(d) above and incurred by Rizobacter Argentina S.A., its Subsidiaries and the Borrower are terminated, the Lien Basket shall be increased by the amount of Indebtedness to which such Permitted Liens relate;
(f) Liens securing the Obligations;
(g) Liens on HB4 Technology inventories granted in connection with any short-term, working capital facility or loan;
(h) Liens upon or in any Property acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such Property or Indebtedness incurred solely for the purpose of financing the acquisition of such Property;
(i) Liens on Capital Stock owned by the Borrower or its Subsidiaries, provided that, with respect to Rizobacter Argentina S.A., only the following Liens shall be Permitted Liens:
(A) Liens on Capital Stock of Rizobacter Argentina S.A. that is subject to the Rizobacter Argentina Shares Injunction and the Private Bond Pledge, after the Rizobacter Argentina Shares Injunction is released and the Private Bond Pledge is terminated, respectively; and
(B) Liens on Capital Stock of Rizobacter Argentina S.A. that is not subject to the Rizobacter Argentina Shares Injunction or the Private Bond Pledge, provided that no Person, as a result of the granting of the Liens permitted hereby, shall hold a controlling interest of Rizobacter Argentina S.A;
(j) Liens arising out of judgments, attachments or awards not resulting in an Event of Default under Section 11.1 or securing appeal or other surety bonds relating to such judgments;
(k) leases, licenses or sublicenses of the properties of the Borrower or its Subsidiaries, in each case as otherwise permitted under Section 9.4 hereof and entered into in the ordinary course of the Borrower’s or its Subsidiaries’ business so long as such leases, licenses or sublicenses do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiaryits Subsidiaries, or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto; and
(l) 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 its Subsidiaries, 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.
Appears in 1 contract
Samples: Note Purchase Agreement (Bioceres Crop Solutions Corp.)
Liens. The Borrower shall will not, nor shall will it permit any of its Subsidiaries Restricted Subsidiary to, create, incur, or permit suffer to exist any Lien on any Principal Property of the Borrower or on any Principal Property of any kind on any Property owned by any such Person; providedRestricted Subsidiary, however, that the foregoing shall not apply to nor operate to preventexcept:
(ai) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, for taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractsor levies if the same shall not at the time be delinquent or thereafter can be paid without penalty, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith and by appropriate proceedings and for which prevent enforcement of the matter under contest and adequate reserves in accordance with Agreement Accounting Principles shall have been established thereforset aside on its books;
(bii) mechanics'Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, workmen's’s, materialmen's, landlords', carriers', or repairmen’s and mechanics’ liens and other similar Liens (including deposits or pledges to obtain the release of such Liens) arising in the ordinary course of business with respect to which secure payment of obligations which are not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which prevent enforcement of the matter under contestadequate reserves shall have been set aside on its books;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(eiii) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness arising out of pledges or deposits required or permitted by Section 8.7(f) hereof;
(f) Liens on property of to qualify the Borrower or any Subsidiary created solely for to conduct business, to maintain self-insurance or to obtain the purpose benefit of securing indebtedness permitted by Section 8.7(g) hereofany law pertaining to worker’s compensation laws, representing or incurred to financeunemployment insurance, refinanceold age pensions, or refund other social security, vacation pay, health, disability or other employee or retirement benefits, or similar legislation.
(iv) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the purchase price marketability of Property, provided that (i) no such Lien shall extend to the same or cover other Property interfere with the use thereof in the business of the Borrower or its Restricted Subsidiaries;
(v) Liens existing on the Closing Date and any Lien constituting a renewal, extension or replacement of any such Subsidiary other than scheduled Lien, but only, in the respective Property so acquiredcase of each such renewal, extension or replacement Lien, if (iiA) the principal amount of indebtedness the obligation secured by any such Lien shall at no time does not exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness the obligation so secured by such Liens shall not at any one the time exceed 5% of Total Assets of the Borrower extension, renewal or replacement and its Subsidiaries as reflected on their most recent year-end audited financial statements(B) such renewal, extension or replacement Lien is limited to all or a part of the property or asset that was subject to the Lien extended, renewed or replaced;
(gvi) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances Liens incurred in the ordinary course of business whichsecuring the performance of bids, tenders, contracts, leases, statutory obligations, surety, stay, customs and appeal bonds, letters of credit and other similar obligations, and judgment liens to the extent enforcement thereof is effectively stayed;
(vii) bankers’ liens and rights of setoff arising by operation of law and contractual rights of setoff;
(A) Liens on property existing at the time of acquisition of such property by the Borrower or a Subsidiary, or (B) Liens to secure the payment of all or any part of the purchase price of property upon the acquisition of property by the Borrower or a Subsidiary or to secure any Indebtedness incurred or guaranteed prior to, at the time of, or within 12 months after, the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or (C) Liens to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of the construction or improvement of any property;
(ix) Liens securing Indebtedness of a Subsidiary owing to the Borrower or to another Subsidiary;
(x) Liens which arise in connection with the leasing of equipment in the aggregate, are not substantial in amount and which do not materially detract from ordinary course of business;
(xi) Liens on property of a Person existing at the value time it becomes a Subsidiary of the Property subject thereto Borrower, at the time such Person is merged or materially interfere consolidated with the ordinary conduct Borrower or a Subsidiary, or at the time of purchase, lease or acquisition of the business property or equity interest of a Person as an entirety or substantially as an entirety by the Borrower or a Subsidiary;
(xii) Liens in favor of the United States of America or any State thereof, or any department, any foreign country, agency or instrumentality or political subdivision of any such jurisdiction, or any other contracting party or customer, 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 construction or improvement of the property subject to such Liens;
(xiii) (A) Liens securing the Obligations and (B) Liens securing the Obligations and any other Indebtedness (other than any Indebtedness that is subordinated to the Obligations) of the Borrower and its Subsidiaries on an equal and ratable basis;
(xiv) Liens in connection with any sale, transfer or other disposition of any Subsidiaryequity interests or other property in a transaction permitted under Section 6.6, and customary rights and restrictions contained in agreements relating to such sale, transfer or other disposition pending the completion thereof; and
(xv) other Liens securing Indebtedness or other obligations in the aggregate at any time not in excess of an amount equal to ten percent (10%) of Consolidated Assets, at such time.
Appears in 1 contract
Liens. The Borrower Tenant shall not, nor shall it permit keep the Premises and the Complex in which the Premises are situated free from any of its Subsidiaries to, create, incur, or permit to exist any Lien liens arising out of any kind on any Property owned work performed, materials furnished or obligations incurred by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute Tenant in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations the construction of the Tenant Improvements. In the event a mechanic’s or other similar charges lien is filed against the Premises or the Complex as a result of a claim arising through Tenant or the Tenant Improvements, Landlord may demand that Tenant furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to at least one hundred fifty percent (other than Liens arising under ERISA)150%) of the amount of the contested lien claim or demand, good faith cash deposits indemnifying Landlord against liability for the same and holding the Premises and Complex free from the effect of such lien or claim. Such bond must be posted within ten (10) days following notice from Landlord. In addition, Landlord may require Tenant to pay Landlord’s attorneys’ fees and costs in participating in any action to foreclose such lien if Landlord shall decide it is to its best interest to do so. In any event, Tenant shall indemnify, defend, protect and hold harmless Landlord from and against any and all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses, suits, costs and fees, including, but not limited to, reasonable attorneys’ fees and expenses, incurred in connection with tendersor related to a claim arising through Tenant or the Tenant Improvements. This Acknowledgement is made as of with reference to that certain Lease Agreement (hereinafter referred to as the “Lease”) dated, contractsJune 30, or leases to which 2000, by and between BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation “Landlord” therein, and PINE PHOTONICS COMMUNICATIONS, INC., a Delaware corporation “Tenant”, for the Borrower or any Subsidiary is a party or other cash deposits Premises situated at 900 XXXXXX XXXXX, XXXXXXX, XXXXXXXXXX 00000. The undersigned hereby confirms the following:
1. That the Tenant accepted possession of the Premises (as described in said Lease) on , and acknowledges that the Premises are as represented by the Landlord and in good order, condition and repair, and that the improvements, if any, required to be constructed for Tenant by Landlord under this Lease have been so constructed and are satisfactorily completed in all respects.
2. That all conditions of said Lease to be performed by Landlord prerequisite to the full effectiveness of said Lease have been satisfied and that Landlord has fulfilled all of its duties of an inducement nature.
3. That in accordance with the provisions of said Lease the commencement date of the term is , and that, unless sooner terminated, the original term thereof expires on .
4. That said Lease is in full force and effect and that the same represents the entire agreement between Landlord and Tenant concerning said Lease.
5. That there are no existing defenses which Tenant has against the enforcement of said Lease by Landlord, and no offsets or credits against rentals.
6. That the minimum rental obligations of said Lease is presently in effect and that all rentals, charges and other obligations on the part of Tenant under said Lease commenced to accrue on .
7. That the undersigned has not made any prior assignment, hypothecation or pledge of said Lease or of the rents hereunder. TENANT: PINE PHOTONICS COMMUNICATIONS, INC. A DELAWARE CORPORATION BY: (PRINT): ITS: DATE:
1. No sign, placard, picture, advertisement, name of notice shall be inscribed, displayed or printed or affixed on the Building or to any part thereof, or which is visible from the outside of the Building, without the written consent of Landlord, first had and obtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice and at the expense of Tenant. All approved signs or lettering on doors shall be printed, affixed or inscribed at the expense of Tenant by a person approved by Landlord. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises.
2. If a directory is located at the Building, it is provided exclusively for the display of the name and location of Tenant only and Landlord reserves the right to exclude any other names therefrom.
3. The sidewalks, passages, exits, entrances, and stairways in and around the Building shall not be obstructed by Tenant or used by it for any purpose other than for ingress to and egress from the Premises. The passages, exits, entrances, stairways, and roof are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the Building and its Tenants, provided that nothing herein contained shall be construed to prevent such access to person with whom Tenant normally deals in the ordinary course of business, provided Tenant’s business unless such persons are engaged in each case that illegal activities. Neither Tenant nor any employees or invitees of Tenant shall go upon the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement roof of the matter under contest Building.
4. Tenant shall not be permitted to install any additional lock or locks on any door in the Building unless written consent of Landlord shall have first been obtained. Two keys will be furnished by Landlord for every room.
5. The toilets and adequate reserves have been established therefor;urinals shall not be used for any purpose other than those for which they were constructed, and no rubbish, newspapers or other substances of any kind shall be thrown into them. Wastes and excessive or unusual use of water shall not be allowed. Tenant shall be responsible for any breakage, stoppage or damage resulting from the violation of this rule by Tenant or its employees or invitees.
(b) mechanics'6. Tenant shall not overload the floor of the Premises or mxxx, workmen'sdrive nails, materialmen'sscrew or drill into the partitions, landlords'woodwork or plaster or in any way deface the Premises or any part thereof.
7. Tenant shall not use, carriers'keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other Tenants or those having business therein.
8. The Premises shall not be used for the storage of merchandise, for washing clothes, for lodging, or for any improper objectionable or immoral purposes.
9. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline, or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Landlord.
10. Landlord will direct electricians as to the manner and location in which telephone and telegraph wires are to be introduced. No boring or cutting for wires will be allowed without the consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord.
11. Tenant shall not lay linoleum, tile, carpet or other similar Liens arising in floor covering so that the ordinary course of business with respect same shall be affixed to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement the floor of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event Premises in any manner except as approved by Landlord. The expense of Default under Section 9.1(g) hereof and the pledge repairing any damage resulting from a violation of assets for the purpose of securing an appeal, stay this rule or discharge in the course removal of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured floor covering shall be borne by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, Tenant.
12. Exterior blinds are furnished for each window by Landlord. Any additional window covering desired by Tenant shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted approved by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiaryLandlord.
Appears in 1 contract
Samples: Business Park Net Lease (Opnext Inc)
Liens. The Borrower shall notNo Loan Party shall, nor shall it permit any of its Subsidiaries to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower any Loan Party or any Subsidiary of a Loan Party is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and attachments and liabilities of the Borrower Loan Parties and its their Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property equipment of the Borrower any Loan Party or any Subsidiary of a Loan Party created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof8.7(b), representing or incurred to finance, refinance, or refund finance the purchase price of such Property, ; provided that (i) no such Lien shall extend to or cover other Property of the Borrower such Loan Party or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) any interest or title of a lessor or sublessor under any operating lease; and, including the filing of Uniform Commercial Code financing statements solely as a precautionary measure in connection with operating leases entered into by any Loan Party or any Subsidiary of a Loan Party in the ordinary course of its business;
(hf) easements, rights-of-way, restrictions, and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower any Loan Party or any SubsidiarySubsidiary of a Loan Party;
(g) bankers’ Liens, rights of setoff and other similar Liens (including under Section 4-210 of the Uniform Commercial Code) in one or more deposit accounts maintained by any Loan Party or any Subsidiary of a Loan Party, 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;
(h) Liens granted in favor of the Bank pursuant to the Collateral Documents;
(i) [reserved];
(j) non-exclusive licenses of intellectual property granted in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of any Loan Party or any Subsidiary of a Loan Party; and
(k) Liens on equipment of any Loan Party or any Subsidiary of a Loan Party created solely for the purpose of securing indebtedness pursuant to a Bonding Agreement; provided that no such Lien shall extend to or cover other Property of such Loan Party or such Subsidiary other than the respective Property so connected to the applicable Bond (including assets used in connection with the related project or proceeds of the related project).
Appears in 1 contract
Liens. The Borrower shall not, nor shall it the Borrower permit any of its Subsidiaries to, create, incur, create or permit to exist any Lien of any kind on any Property of its real or personal properties, assets or rights of whatsoever nature (whether now owned by any such Person; providedor hereafter acquired), howeverexcept (and in each case so long as they do not attach to the Purchaser Primary Collateral) (the following, that the foregoing shall not apply to nor operate to prevent:herein “Permitted Liens”):
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations for taxes or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, not at the time delinquent or leases to which the Borrower thereafter payable without penalty or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and, in each case, for which prevent enforcement of the matter under contest and it maintains adequate reserves have been established thereforreserves;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are (such as Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law for sums not due overdue or which are being contested in good faith by appropriate proceedings and not involving any deposits or advances for borrowed money or the deferred purchase price of property or services, and, in each case, for which prevent enforcement of the matter under contestit maintains adequate reserves;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-rights of way, restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere any material respect with the ordinary conduct of the business of the Borrower or any Subsidiaryof its Subsidiaries;
(d) Liens securing the Senior Debt, so long as such Liens are subject to the Intercreditor Agreement;
(e) Liens securing the Obligations;
(f) other Liens, in addition to Liens permitted by clauses (a) through (e), securing aggregate Debt (other than Debt for borrowed money) not exceeding $100,000;
(g) statutory or common law liens to secure landlords, sublandlords, lessors, sublessors, licensors or sublicensors under leases or rental agreements;
(h) restrictions on transfer of securities imposed by applicable state and federal securities laws;
(i) any other encumbrance or Lien affecting any asset which does not materially impede or otherwise affect the ownership or operation of such asset;
(j) Liens resulting from a filing by a lessor as a precautionary filing for a true lease;
(k) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds an other obligations of a like nature incurred in the ordinary course of business;
(l) vendor’s Liens to secure payment;
(m) rights or claims of customers or tenants under licenses or leases;
(n) Liens existing on property at the time of its acquisition and the proceeds of such property;
(o) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Permitted Liens;
(p) Liens to secure capitalized expenditures;
(q) Liens on insurance policies and proceeds to secure the financing of the premiums thereunder;
(r) Liens or rights of setoff of a customary nature on bank, brokerage or similar accounts or on negotiable instruments incurred in the ordinary course of business; and
(s) Liens arising from judgments, decrees, attachments or similar matters not constituting an Event of Default.
Appears in 1 contract
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries other Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent for the benefit of the Agent and the Banks pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower Borrower, or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g8.13(b) hereof, representing or incurred to finance, refinance, refinance or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(hf) easements, rights-of-way, restrictions, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;
(g) Liens on Property acquired by the Borrower or any Subsidiary, or owned by any newly acquired Subsidiary existing at the time of acquisition, securing indebtedness permitted by Section 8.13(e) hereof and not incurred in contemplation of such acquisition; and
(h) any interest or title of a lessor under any operating lease.
Appears in 1 contract
Liens. The Borrower shall notnot mortgage, nor shall it permit any of its Subsidiaries topledge, create, incur, grant or permit to exist a Lien upon any Lien of its assets of any kind on any Property kind, now owned by any such Person; providedor hereafter acquired, however, that except for (collectively the foregoing shall not apply to nor operate to prevent:"Permitted Liens"):
(a) existing Liens arising reflected on the consolidated balance sheet (and notes thereto) of Borrower dated December 31, 1996 furnished to Banks pursuant to Section 6.8 hereof, or any Lien which replaces an existing Lien, provided the principal amount of the debt secured by statute in connection with worker's compensationthe replacing Lien does not exceed the principal amount at the time of replacement of the existing Lien, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (cover property other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in property covered by the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforexisting Lien;
(b) Liens of carriers, warehousemen, mechanics', workmen'slandlords, materialmen's, landlords'suppliers, carriers'tax, or assessments, other similar governmental charges and other like Liens arising in the ordinary course of business securing obligations that are not incurred in connection with respect to obligations the obtaining of any advance or credit and which are not due overdue or which are being contested in good faith by appropriate proceedings which prevent enforcement proceedings, provided provision is made to the satisfaction of Agent for the matter under contesteventual payment thereof in the event it is found that such obligation is payable by Borrower;
(c) judgment liens Liens arising in connection with workmen's compensation, unemployment insurance, appeal and judicial attachment liens not constituting an Event of Default release bonds and progress payments under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandinggovernment contracts;
(d) the Liens granted giving, simultaneously with or within ninety (90) days after the acquisition or construction of real property or tangible personal property, of any purchase money Lien (including vendor's rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property hereafter acquired or constructed and not heretofore owned by Borrower, or the acquiring hereafter of real property or personal tangible property not heretofore owned by Borrower subject to any then existing Lien (whether or not assumed); provided, however, that in favor of the Administrative Agent pursuant each such case such Lien is limited to the Collateral Documentssuch acquired or constructed real or tangible personal property;
(e) judgment Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted in existence less than thirty (30) days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full by Section 8.7(f) hereof;insurance; and
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract arising from the value Real Property Debt, provided, however, that Borrower is in compliance with Sections 7.3(l) and 8.4(a) of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiarythis Agreement.
Appears in 1 contract
Samples: Credit Agreement (McGrath Rentcorp)
Liens. The Borrower 11.1 Tenant shall notkeep the Facilities free and clear of all liens and claims of liens for labor, nor shall it permit any of its Subsidiaries toservices, creatematerials, incursupplies, or permit equipment performed on or furnished to exist any Lien the Facilities at Tenant’s request. All repairs, installations, alterations, improvements and removals by Tenant shall be done in a good and workmanlike manner, only after Tenant has procured all required permits. Tenant shall comply with all Laws and with all of any kind on any Property owned by any such PersonTenant’s insurance requirements; provided, however, that and the foregoing work shall not apply to nor operate to prevent:
(a) Liens arising by statute adversely affect the structure of the Facilities. Tenant shall pay promptly when due all charges for labor and materials in connection with worker's compensationany work done by or for Tenant or anyone claiming under Tenant. Tenant shall protect, unemployment insurancedefend, old age benefitssave harmless and indemnify Landlord from and against all losses, social security obligationsclaims, taxesliabilities, assessmentsinjuries, statutory obligations or other similar charges expenses (other than Liens arising under ERISAincluding attorneys’ fees), good faith cash deposits lawsuits and damages arising out of any lien described herein. NOTICE IS HEREBY GIVEN THAT LANDLORD IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES, MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING THE FACILITIES OR ANY PART THEREOF, AND THAT NO CONSTRUCTION OR OTHER LIEN FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO THE FACILITIES. ALL MATERIALMEN, CONTRACTORS, LABORERS, OR OTHER PERSONS FURNISHING ANY SERVICES OR MATERIALS TO TENANT ARE HEREBY NOTIFIED THAT THEY MUST LOOK EXCLUSIVELY TO TENANT TO OBTAIN PAYMENT FOR SAME. TENANT SHALL DELIVER WRITTEN NOTICE OF THE PROVISIONS OF THIS SECTION TO ALL PERSONS PERFORMING WORK ON THE FACILITIES.
11.2 If any such lien exists, Tenant shall, within thirty (30) days after Tenant’s receipt of notice of such lien, have such lien discharged of record or deliver to Landlord a recordable bond in connection with tendersform, contractsamount, or leases and issued by a surety satisfactory to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of businessLandlord, provided in each case that the obligation is not for borrowed money indemnifying Landlord against all costs and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof liabilities resulting from such lien and the pledge foreclosure or attempted foreclosure thereof. If Tenant fails to have such lien released or to deliver such bond to Landlord, Landlord, without investigating the validity of assets such lien, may pay or discharge the same; and Tenant shall reimburse Landlord upon demand for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured paid by a pledge of assets permitted under this subsectionLandlord, including interest expenses and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiaryattorneys’ fees.
Appears in 1 contract
Samples: Inter Local Agreement
Liens. The Borrower Parent shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur, or permit suffer to exist any Lien on the Property of the Parent, the Borrower or any kind on other Subsidiary of the Parent, whether now owned or hereafter acquired, or assign any Property owned by right to receive any such Person; providedincome, however, that other than the foregoing shall not apply to nor operate to preventfollowing:
(a) Liens arising securing the Obligations;
(b) Liens imposed by statute in connection with worker's compensationlaw, unemployment insurancesuch as materialmen’s, old age benefitsmechanics’, social security obligationsbuilder’s, taxescarriers’, assessmentsworkmen’s and repairmen’s liens, statutory obligations or and other similar charges (other than Liens liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is business securing obligations which are not overdue or, if overdue, is for a period of more than 30 days or are being contested in good faith by appropriate procedures or proceedings and for which prevent enforcement of the matter under contest and adequate reserves have been established thereforestablished;
(bc) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect out of pledges or deposits under workers compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation to obligations secure public or statutory obligations;
(d) Liens for taxes, assessment, or other governmental charges which are not yet due and payable or which are being actively contested in good faith by appropriate proceedings and for which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets adequate reserves for the purpose of securing an appeal, stay or discharge such items have been made in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentsaccordance with GAAP;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness arising from precautionary UCC financing statements regarding leases to the extent such leases are permitted by Section 8.7(f) hereofhereby;
(f) Liens encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the Parent, the Borrower or such other Subsidiary to use such assets in its business, and none of which is violated in any Subsidiary created material aspect by existing or proposed structures or land use to the extent such violation could reasonably be expected to result in a Material Adverse Change;
(g) Liens arising solely for by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a depository institution;
(h) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the purpose ordinary course of securing indebtedness permitted by Section 8.7(gbusiness;
(i) hereof, representing or incurred judgment and attachment Liens not giving rise to finance, refinance, or refund the purchase price an Event of PropertyDefault, provided that (i) no any appropriate legal proceedings which may have been duly initiated for the review of such Lien judgment shall extend to not have been finally terminated or cover other Property of the Borrower or period within which such Subsidiary other than the respective Property so acquired, proceeding may be initiated shall not have expired and (ii) the principal amount of indebtedness secured by any no action to enforce such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, has been commenced; and
(j) Liens securing Debt and not otherwise permitted under this Section 6.2; provided that (iiii) the aggregate principal amount of all such indebtedness secured by such Liens Priority Debt shall not exceed 17.5% of the Net Worth of the Parent and its consolidated Subsidiaries at any one time exceed 5% of Total Assets of time, and (ii) the Parent, the Borrower and its other Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred shall be in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere compliance with the ordinary conduct covenants set forth in this Agreement, both before and after giving effect to each incurrence of the business of the Borrower or any Subsidiarysuch Debt to be secured by a Lien under this Section 6.2(j).
Appears in 1 contract
Liens. The Borrower shall notNo Loan Party shall, nor shall it permit any of its Subsidiaries to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) inchoate Liens for the payment of Taxes which are not yet delinquent or the payment of which is not required by Section 6.6;
(b) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with bids, tenders, contracts, or leases to which the Borrower any Loan Party or any Subsidiary of any Loan Party is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and for which adequate reserves have been established thereforin accordance with GAAP;
(bc) mechanics'Liens in respect of property or assets imposed by law that were incurred in the ordinary course of business, workmen'ssuch as carriers’, suppliers’, warehousemen’s, materialmen's, landlords', carriers', or ’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business with respect to obligations which are business, that do not due in the aggregate materially detract from the value of such property or which are being contested assets or materially impair the use thereof in good faith by appropriate proceedings which prevent enforcement the operation of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities business of the Borrower and or any of its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall do not be in excess of $500,000 at secure any one time outstandingIndebtedness;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the Borrower any Loan Party or any Subsidiary of any Loan Party created solely for the purpose of securing indebtedness Indebtedness permitted by Section 8.7(g) hereof6.11(d), representing or incurred to finance, refinance, or refund finance the purchase price of Property; provided that, provided that (i) no such Lien shall extend to or cover other Property of the Borrower such Loan Party or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(hf) easements, permits, rights-of-way, encroachments, restrictions, zoning or building codes or ordinances, other land use laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract and are not likely, either individually or in the aggregate, to involve a substantial and prolonged disruption of the business activities of any Loan Party or a Material Adverse Effect;
(g) Liens granted to the Bonding Company to secure the performance of surety bonds in accordance with the terms of the Bonding Agreements; provided that (i) such Liens are not perfected by the filing of a UCC Financing Statement, (ii) the Administrative Agent continues to have, subject to common law subrogation rights created by or pursuant to the Bonding Agreements, subject to the Surety Intercreditor Agreement a perfected, first priority Lien on any and all collateral referenced in such Bonding Agreements, and (iii) such Liens do not include cash deposits or the issuance of letters of credit for the benefit of the Bonding Company, in each case, in excess of $1,000,000 in the aggregate; provided that the Existing Letters of Credit shall be permitted hereunder notwithstanding the foregoing $1,000,000 aggregate in clause (iii).
(h) Liens arising from the value rights of lessors under leases that are not Capital Leases (including financing statements regarding Property subject to a lease) not in violation of the requirements of this Agreement; provided that such Liens are only in respect of the Property subject thereto or materially interfere to, and secure only, the respective lease (and any other lease with the ordinary conduct same or an affiliated lessor);
(i) Liens arising in connection with financing transactions permitted by Section 6.11(i); provided that such Liens do not at any time encumber any Property except that financed in such transactions;
(j) Liens consisting of judgment or judicial attachment liens (other than for the payment of Taxes) in respect of judgments, the existence of which do not constitute an Event of Default; and
(k) Liens in favor of collecting banks arising under Section 4-210 of the business of the Borrower or any SubsidiaryUCC.
Appears in 1 contract
Liens. The Borrower shall will not, nor shall will it permit any of its Subsidiaries consolidated Subsidiary to, create, incur, assume or permit suffer to exist exist, any Lien of on, or enter into, or make any kind on commitment to enter into, any arrangement for the acquisition of, any Property owned by any such Person; provided(other than Unrestricted Margin Stock) through conditional sales, howeverlease-purchase or other title retention agreement, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising by statute in connection with worker's compensationwhich may be hereafter created to secure payment of the Obligations;
(b) Liens incurred or deposits or pledges, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue orto secure payment of workers' compensation, if overdueunemployment insurance, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforold age pensions or other social security obligations;
(bc) mechanics'Liens incurred or deposits or pledges, workmen's, materialmen's, landlords', carriers', or other similar Liens arising made in the ordinary course of business with respect business, to obligations which are not due secure performance of bids, tenders, contracts (other than contracts for Indebtedness), leases, public or which are being contested statutory obligations, surety bonds, or other Liens or deposits or pledges for purposes of like general nature made in good faith by appropriate proceedings which prevent enforcement the ordinary course of the matter under contestbusiness;
(cd) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets Deposits or pledges for the purpose of securing an appeal, stay or discharge in the course of any legal proceedingproceedings, or Liens for judgments or awards which were not incurred in connection with Indebtedness or the obtaining of advances or credits, provided that such deposits, pledges and Liens do not, in the aggregate amount (but without duplication) for the Borrower and the consolidated Subsidiaries, materially detract from the value of their assets or properties or materially impair the use thereof in the ordinary course of business and such appeal, judgment liens or award, as the case may be, is being diligently contested or litigated in good faith by appropriate proceedings being diligently conducted, and liabilities provided further there has been set aside on the books of the Borrower or the consolidated Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall provided further execution is not be in excess of $500,000 at levied upon any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentssuch judgment or award;
(e) Liens identified for taxes, fees, assessments and described governmental charges not delinquent or which are being contested in good faith by appropriate proceedings being diligently conducted, provided there has been set aside on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofthe books of the Borrower or the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and provided further, execution is not levied upon any such Lien;
(f) Mechanics', carriers', workers', repairmen's or other like Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 90 calendar days, or which are being contested in good faith by appropriate proceedings being diligently conducted provided there has been set aside on the books of the Borrower and the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto, which reserves shall be maintained until the related liabilities are paid or otherwise discharged, and provided further, execution is not levied upon any such Lien;
(g) Lessors' interests under Capitalized Leases;
(h) Liens on property acquired or constructed with the proceeds of any tax-exempt bond financing to secure such financing;
(i) Liens securing Indebtedness of a consolidated Subsidiary to the Borrower or any Guarantor or, in the case of Indebtedness of a consolidated Subsidiary created solely for which is not a Guarantor, to any consolidated Subsidiary which is not a Guarantor;
(j) Liens existing on the purpose property of securing indebtedness permitted by Section 8.7(g) hereof, representing a corporation or incurred other business entity immediately prior to finance, refinanceits being consolidated with or merged into the Borrower or a consolidated Subsidiary or its becoming a consolidated Subsidiary, or refund Liens existing on any property acquired by the purchase price of PropertyBorrower or a consolidated Subsidiary at the time such is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (i) no such Lien was created or assumed in contemplation of such consolidation or merger or such entity's becoming a consolidated Subsidiary or such acquisition of property and (ii) each such Lien shall extend only cover the acquired property and, if required by the terms of the instrument originally creating such Lien, property which is an improvement to or cover is acquired for specific use in connection with such acquired property;
(k) Liens on Flight Equipment acquired on or after the date of this Agreement which (i) secure the payment of all or any part of the purchase price of such Flight Equipment or improvements thereon, (ii) are limited to the Flight Equipment so acquired and improvements thereon, and (iii) attach to such Flight Equipment within one year after the acquisition or improvement of such Flight Equipment;
(l) 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;
(m) Zoning, building or other Property restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, (i) interfere in any material respect with the present use or occupancy of the affected parcel by the Borrower or such Subsidiary other than the respective Property so acquiredany Subsidiary, (ii) have no more than an immaterial effect on the value thereof or its use or (iii) would impair the ability of such parcel to be sold for its present use;
(n) Liens arising solely by virtue of any law or regulation 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;
(o) Liens to secure Indebtedness for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of the property subject to such Lien; PROVIDED, HOWEVER, that (i) the principal amount of indebtedness any Indebtedness secured by such Lien does not exceed 100% of such purchase price or cost and (ii) such Lien does not extend to or cover any other property other than such item of property so acquired, constructed or improved;
(p) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by clauses (h), (j), (k) and (o) of this Section, PROVIDED that such Lien shall at no time exceed the original purchase price of such PropertyIndebtedness is not increased and is not secured by any additional assets; and
(q) Liens not otherwise permitted by Sections 6.01 (a) through (p) PROVIDED that, as reduced by repayments of principal thereonthe date any Lien is incurred and as of the end of each fiscal quarter of the Borrower ending after August 31, and 2002, the sum of (iiii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets outstanding Long Term Debt of the Borrower consolidated Subsidiaries which are not Guarantors (excluding the Current Maturities of any such Long Term Debt and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title Long Term Debt of a lessor or sublessor under any operating lease; and
consolidated Subsidiary owing to the Borrower), PLUS (hii) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course aggregate principal amount of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business all outstanding Long Term Debt of the Borrower or any SubsidiaryGuarantor (excluding the Current Maturities of any such Long Term Debt and any Long Term Debt of a consolidated Subsidiary owing to the Borrower) which is secured as permitted by this Section 6.01(q), does not exceed 8% of Consolidated Adjusted Total Assets.
Appears in 1 contract
Liens. The Borrower shall not, nor shall it permit any of its Subsidiaries to, createCreate, incur, assume or permit suffer to exist any Lien of any kind on upon any Property of its property or assets, whether now owned by any such Person; providedor hereafter acquired, howeverother than the following (collectively, that the foregoing shall not apply to nor operate to prevent:"Permitted Encumbrances"):
(ai) Liens arising by statute to or in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, favor of Bank;
(ii) Liens for taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made incurred in the ordinary course of businessbusiness and for which no interest, provided in each case that the obligation late charge or penalty is not for borrowed money and that the obligation secured is not overdue or, if overdue, attaching or which is being contested in good faith by appropriate proceedings which prevent enforcement diligently pursued (provided the period of time for such contestation does not exceed thirty (30) days and, if requested by Bank, bonded in an amount and manner satisfactory to Bank);
(iii) Liens, not delinquent, created by statute in connection with workers' compensation, unemployment insurance, social security, old age pensions (subject to the applicable provisions of this Agreement) and similar statutory obligations;
(iv) Purchase money security interests to secure purchase money indebtedness of Borrower otherwise expressly permitted under this Agreement, so long as such security interests arise or are created substantially contemporaneously with the purchase or acquisition by Borrower of the matter under contest respective property or assets to which such security interests relate and adequate reserves have been established therefor;the incurrence of the respective purchase money indebtedness which such security interests secure, secure only the respective purchase money indebtedness so incurred by Borrower to enable Borrower to so purchase or acquire such property or assets, and no other Debt, and encumber only the respective property or assets so purchased or acquired, and no other property or assets of Borrower;
(bv) Liens in favor of mechanics', workmen's, materialmen's, landlords', carriers', warehousemen or other similar like statutory or common law Liens arising securing obligations incurred in good faith in the ordinary course of business that are not yet due and payable;
(vi) Liens on Mortgage Loans and property and rights related to such Mortgage Loans, with respect to obligations which are not due advances have been made under warehouse or which are being contested repurchase facilities described in good faith by appropriate proceedings which prevent enforcement the Schedule. of Debt attached hereto, but in no event shall such Liens cover any of the matter under contest;Collateral; and
(cvii) judgment liens and judicial attachment liens not constituting an Event other Liens (if any) existing as of Default under Section 9.1(g) the date hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge described in the course Schedule of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens Permitted Liens attached hereto to secure Debt existing and liabilities outstanding as of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) date hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) but no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary.Debt. Detroit_l5392182_3
Appears in 1 contract
Liens. The No Borrower shall notshall, nor shall it any Borrower permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, provided that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, contracts or leases to which the any Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, ; provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g8.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, ; provided that the aggregate amount (but without duplication) of such judgment liens and attachments and liabilities of the any Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 25,000.00 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property equipment of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof7.1(b), representing or incurred to finance, refinance, or refund finance the purchase price of such Property, ; provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(ge) any interest or title of a lessor or sublessor under any operating lease; and;
(hf) easements, rights-of-rights of way, restrictions, and other similar encumbrances against real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary; and
(g) Liens granted in favor of Bank pursuant to the Collateral Documents.
Appears in 1 contract
Liens. The Borrower shall will not, nor shall will it permit any of its Subsidiaries Subsidiary to, create, incur, or permit suffer to exist any Lien in, of or on the property of the Borrower or any kind on any Property owned by any such Person; providedSubsidiary, however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, for taxes, assessments, statutory obligations assessments or other similar governmental charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contractsor levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;proceedings.
(b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics', workmen's, materialmen's, landlords', carriers', or ’ liens and other similar Liens liens arising in the ordinary course of business with respect to which secure payment of obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;more than 30 days past due.
(c) judgment liens and judicial attachment liens not constituting an Event Liens arising out of Default pledges or deposits under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appealworker’s compensation laws, stay unemployment insurance, old age pensions, or discharge in the course of any legal proceedingother social security or retirement benefits, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;or similar legislation.
(d) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the Liens granted in favor marketability of the Administrative Agent pursuant to same or interfere with the Collateral Documents;use thereof in the business of the Borrower or the Subsidiaries.
(e) Liens identified existing on the date hereof and described on in Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;1 hereto.
(f) Liens incurred in connection with the purchase by the Borrower or a Subsidiary of tangible assets (excluding inventory) provided the Indebtedness secured thereby does not exceed the purchase price of such asset, plus any related interest and fees and the Lien attaches only to the asset so purchased.
(g) Liens incurred in connection with the acquisition of real estate and construction of buildings for or on property behalf of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofa Subsidiary; provided, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that that:
(i) no the Indebtedness secured by such Lien shall extend to or cover other Property does not exceed the cost of the Borrower or such Subsidiary other than the respective Property so acquiredconstruction, plus any related interest and fees, and
(ii) the principal aggregate book value of all real estate and buildings subject to Liens permitted by this subparagraph (g), does not exceed 20% of the Borrower’s net worth at the time of determination.
(h) Liens representing eligible collateral posted by the Borrower or any of its Subsidiaries pursuant to any Swap Contract.
(i) Liens not otherwise permitted hereunder, on property other than accounts receivable and inventory; provided, that the aggregate amount of indebtedness Indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and thereby (iiiother than those referred to in (a) the aggregate principal amount of all such indebtedness secured by such Liens through (h) above) shall not at any one time exceed 5% of Total Assets $200,000,000 or its Dollar equivalent at such time in other currencies.
(j) Liens filed in connection with the construction of, and additions to, (i) the Borrower’s headquarters in Beaverton, Oregon or (ii) the corporate headquarters Shanghai, China of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business whichBorrower’s Subsidiary, in the aggregate, are not substantial each case in an aggregate amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business reflect obligations of the Borrower or any such Subsidiary, as the case may be, in excess of $100,000,000.
Appears in 1 contract
Samples: Credit Agreement (Nike Inc)
Liens. The Borrower shall not, nor and shall it not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien upon any of any kind on any Property its property, assets or revenues, whether now owned by any such Person; providedor hereafter acquired, however, that other than the foregoing shall not apply to nor operate to preventfollowing:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases pursuant to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforLoan Document;
(b) mechanics'Liens existing on the date hereof and listed on Schedule 7.01 hereto and any replacements, workmen'srenewals or extensions thereof, materialmen'sprovided that (i) the property covered thereby is not changed, landlords'(ii) the amount of the obligations secured or benefited thereby is not increased at the time of such replacement, carriers', renewal or extension except by an amount equal to a reasonable premium or other similar Liens arising reasonable amount paid, and fees and expenses reasonably incurred, in connection with such replacement, renewal or extension, and (iii) the ordinary course of business direct or any contingent obligor with respect to obligations thereto is not changed;
(c) Liens for taxes, fees, assessments or other governmental charges, levies or claims not yet due or which are not due delinquent beyond any period of grace or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which prevent enforcement diligently conducted, if adequate reserves with respect thereto are maintained on the books of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge applicable Person in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingaccordance with GAAP;
(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, supplier’s or other like Liens arising in the Liens granted in favor ordinary course of the Administrative Agent pursuant to the Collateral Documentsbusiness;
(e) Liens identified pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and described on Schedule 8.7/8.8 hereof securing indebtedness permitted other social security legislation, other than any Lien imposed by Section 8.7(f) hereofERISA;
(f) Liens on property deposits to secure the performance of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofbids, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that trade contracts and leases (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than Indebtedness), statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the respective Property so acquired, (ii) the principal amount ordinary course of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementsbusiness;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and affecting real property which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations (other than obligations in respect of Sale Lease-Back Transactions), the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, amendment or extension, and provided further that such Liens do not at any time encumber any property other than the property financed by such Indebtedness;
(i) Liens existing on any real property or other specific tangible assets prior to the acquisition thereof by the Borrower or existing on any such property or asset of any Person that becomes a Subsidiary, provided that (i) such Lien is not created solely in contemplation of such acquisition or such Person becoming a Subsidiary, as the case may be; (ii) such Lien shall not apply to any other property or assets of the Borrower or any other Subsidiary; and (iii) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time of such acquisition or such Person becoming a Subsidiary, as the case may be; and any replacements, renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount of the obligations secured or benefited thereby is not increased at the time of such replacement, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such replacement, renewal or extension, and (iii) the direct or any contingent obligor with respect thereto is not changed;
(j) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(g);
(k) Liens arising by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts, other funds maintained with a creditor depository institution, or investment or securities accounts; provided that (i) such account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or the relevant Subsidiary in excess of those set forth by the regulations promulgated by the FRB, and (ii) such account is not intended by the Borrower or any of its Subsidiaries to provide collateral to the depository institution with respect to otherwise unrelated obligations of the Borrower or any such Subsidiary to such depository institution;
(l) Liens arising under repurchase agreements, reverse repurchase agreements, securities lending and borrowing agreements and similar transactions;
(m) Liens arising under master netting agreements and other Swap Contracts to hedge exposure to currency and interest rate risks entered into in the ordinary course of business and not for speculative purposes;
(n) Liens arising from precautionary filings in respect of (i) operating leases and (ii) credit and cash management programs between third parties and customers of the Borrower or customers of any Subsidiary of the Borrower under which the Borrower or such Subsidiary does not have any Indebtedness;
(o) Liens arising from leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which (i) would not reasonably be expected to have a Material Adverse Effect and (ii) do not secure any Indebtedness;
(p) any interest or title of a lessor in the property (and the proceeds, accession or products thereof) subject to any operating lease, and Liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to true leases or leases permitted hereunder;
(q) Liens to secure intercompany Indebtedness among the Borrower and its Subsidiaries in the ordinary course of business;
(r) Liens arising in connection with any Securitization, provided that such Liens do not encumber any assets other than the receivables or other assets being financed, the property securing or otherwise relating to such receivables or other assets, and the proceeds thereof;
(s) Liens solely on deposits, advances, contractual payments, including implementation allowances or escrows to or with landlords, customers or clients or in connection with insurance arrangement in the ordinary course of business;
(t) Liens encumbering property or assets under construction (and proceeds or products thereof) arising from progress or partial payments by a customer of the Borrower or its Subsidiaries relating to such property or assets;
(u) Liens arising in connection with any Sale Lease-Back Transaction, provided that (i) such Sale Lease-Back Transaction involves a lease for a term of not more than three years, (ii) such Sale Lease-Back Transaction is between the Borrower and one of its Subsidiaries, or between any of its Subsidiaries or (iii) the Borrower or any of its Subsidiaries applies an amount equal to the net proceeds of such Sale Lease-Back Transaction within 365 days after such Sale Lease-Back Transaction to any of (or a combination of) (A) the prepayment or retirement of bonds, notes, debentures or similar instruments or Indebtedness of the Borrower or a Subsidiary of the Borrower that by its terms matures more than 12 months after its creation or (B) the purchase, construction, development, expansion or improvement of properties or facilities that are used in or useful to the business of the Borrower or any of its Subsidiaries; and
(v) other Liens to secure Indebtedness or other obligations (including Liens arising in connection with any Sale Lease-Back Transaction not permitted by Section 7.01(u)) other than those described above in this Section 7.01, provided that the aggregate amount of the Indebtedness and other obligations secured by such Liens permitted by this subsection (v) shall not at any time exceed an amount equal to the greater of (x) $500,000,000 and (y) 12.5% of Consolidated Net Tangible Assets of the Borrower.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (PayPal Holdings, Inc.)
Liens. The Borrower shall not, nor shall it Company will not and will not permit any of its Subsidiaries toSubsidiary with assets valued at greater than Twenty-Five Million Dollars ($25,000,000) to pledge, create, incur, mortgage or otherwise encumber or subject to or permit to exist upon or be subjected to any Lien lien, charge or security interest of any kind (including any conditional sale or other title retention agreement and any lease in the nature thereof), on any Property of its Properties of any kind or character at any time owned by the Company or any such Person; providedSubsidiary (collectively “Liens”), however, that the foregoing shall not apply to nor operate to preventother than:
(a) Liens arising by statute in connection with worker's Liens, pledges or deposits for workers’ compensation, unemployment insurance, old age benefits, benefits or social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits made in connection with tenders, contracts, contracts or leases to which the Borrower Company or any a Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforprovided therefor in accordance with GAAP and that the obligation is not for borrowed money, customer advances, trade payables, or obligations to agricultural producers;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, appeal or stay or discharge in the course of any legal proceedingproceedings, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries Company or a Subsidiary so secured by a pledge of assets Property permitted under this subsection, subsection (b) including interest and penalties thereon, if any, shall not be in excess of $500,000 10,000,000 at any one time outstanding;
(c) Liens not otherwise permitted hereunder in an amount not in excess of $25,000,000 at any time the same is to be determined;
(d) Liens (and any replacements thereof without increase) existing on the Liens granted date hereof and disclosed in favor of the Administrative Agent pursuant to the Collateral DocumentsExhibit F hereto;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or Indebtedness incurred to finance, refinanceor which represents, or refund the purchase price of Property, provided that (i) no such Lien shall extend Liens attach only to or cover other the Property of the Borrower or financed with such Subsidiary other than the respective Property so acquired, Indebtedness and (ii) the principal amount of indebtedness such secured by any such Lien shall at no time Indebtedness does not exceed the original purchase price of such Property, as reduced by repayments of principal thereon, Property plus any reasonable related fees and costs;
(iiif) the aggregate principal amount filing of all such indebtedness secured by such financing statements solely as a precautionary measure in connection with operating leases or other Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementspermitted under this Agreement;
(g) any interest or title Liens with respect to judgments which do not constitute Events of a lessor or sublessor under any operating lease; andDefault pursuant to this Agreement;
(h) easementsany interest of a lessor in any Property subject to any lease entered into by the Company or a Subsidiary in an amount not in excess of $7,500,000 at any time the same is to be determined;
(i) Liens securing Indebtedness under that certain Indenture of Mortgage and Deed of Trust, rights-of-waydated as of September 1, restrictions1944, as and to be amended and supplemented, among the Company, The Bank of New York, Mellon Trust Company, N.A. and UMB Bank & Trust, N.A. (the “Mortgage”);
(j) any Lien on Property of any Person existing at the time such Person is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event;
(k) any Lien existing on any Property prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition;
(l) Liens incurred in connection with or related to the construction or purchase of utility Property;
(m) the replacement, extension or renewal of any Lien permitted by clauses (e), (j) or (k) 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;
(n) Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other similar encumbrances like persons for labor, materials, supplies or rentals incurred in the ordinary course of business whichthe Company’s or a Subsidiary’s business, but only if the payment thereof is not at the time past due or is being contested in good faith and by appropriate proceedings with adequate reserves maintained in accordance with GAAP; and
(o) reservations, exceptions, easements, rights of way, and other similar encumbrances affecting real property, provided that they do not individually or in the aggregate, are not substantial in amount and which do not materially aggregate detract from the value marketability of the Property subject thereto said properties or materially interfere with their use in the ordinary conduct course of the Company’s or a Subsidiary’s business of as permitted under the Borrower or any SubsidiaryMortgage.
Appears in 1 contract
Samples: Unsecured Credit Agreement (Empire District Electric Co)
Liens. The Borrower Holdings shall not, nor and shall it permit any cause each of its Subsidiaries not to, directly or indirectly, create, incurincur or assume any Lien on any of their respective assets or properties, or permit to exist any Lien income or profits therefrom, other than (each of any kind on any Property owned by any such Person; providedthe following, howevercollectively, that the foregoing shall not apply to nor operate to prevent:“Permitted Liens”):
(a) Liens arising by statute created under the Collateral Documents in connection with favor of the Collateral Agent for the benefit of the Secured Parties;
(b) pledges, deposits or other Liens securing obligations under worker's compensation’s compensation laws, unemployment insurance, old age benefits, employers’ health tax and other social security obligationslaws or similar legislation (including in respect of deductibles, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made self-insured retention amounts and premiums and adjustments thereto) incurred in the ordinary course of business;
(c) Liens imposed by Law, provided such as carriers’, warehousemen’s, materialmen’s, repairmen’s, vendor’s and mechanics’ Liens, in each case that arising in the obligation is ordinary course of business and which (x) relate to sums not yet delinquent and subject to penalties for borrowed money and that nonpayment, (y) do not in the obligation secured is not overdue oraggregate materially impair the use thereof, if overdue, is or (z) are being contested in good faith and by appropriate proceedings which prevent enforcement diligently conducted, if adequate reserves with respect thereto are maintained on the books of the matter under contest and adequate reserves have been established thereforapplicable Issuer Entity in accordance with GAAP;
(bd) mechanics'Liens for Taxes, workmen'sassessments or other governmental charges (x) not yet delinquent and subject to penalties for nonpayment, materialmen's(y) that are being contested in good faith and by appropriate proceedings diligently conducted, landlords', carriers'if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or (z) to the extent that such Taxes, assessments or other governmental charges do not exceed $100,000 in the aggregate;
(e) Liens existing on the Initial Closing Date and set forth on Section 8.02(e) of the Initial Closing Date Disclosure Schedule and any modification, replacement, extension or renewal of any such Lien upon or in the same property subject thereto and the modification, replacement, extension, renewal or refinancing of the obligations secured or benefited by such Liens (so long as the principal amount of such obligations is not increased (except by an amount equal to the sum of (A) the amount of all accrued and unpaid interest on such obligations being modified, replaced, extended, renewed or refinanced, (B) the amount of any premiums (including tender premiums), make-whole amounts or penalties on such obligations being modified, replaced, extended, renewed or refinanced, (C) the amount of all fees (including any exit consent fees) on such obligations being modified, replaced, extended, renewed or refinanced, (D) the amount of all fees (including arrangement, commitment, structuring, underwriting, ticking, amendment, closing and other similar fees), commissions, costs, expenses and other amounts associated with such new obligations and (E) the amount of all original issue discount and upfront fees associated with such new obligations)); provided that such modified, replaced, extended or renewed Lien does not extend to any additional property other than the property covered by such Lien;
(f) Liens securing Indebtedness or other obligations of any Note Party owing to any other Note Party;
(g) Liens securing Indebtedness incurred pursuant to Section 8.01(d);
(h) Liens arising in the ordinary course of business to secure accounts payable or similar trade obligations not constituting Indebtedness on specific items of inventory or other goods arising in the ordinary course of business, or under bankers’ acceptances or trade letters of credit issued or created for the account of any Person to support such accounts payable or similar trade obligations, in any case to facilitate the purchase, shipment or storage of such inventory or other goods, in each case, in the ordinary course of business;
(i) Liens arising from precautionary Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by any Issuer Entity in the ordinary course of business or arising from equipment or other materials which are not owned by any Issuer Entity located on the premises of the Issuer Entity (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business;
(j) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or utility providers;
(k) Liens solely on the assets of Issuer Entities that are not Note Parties and securing only the obligations of such Issuer Entities that are not Note Parties;
(i) Liens that are contractual rights of set-off or rights of pledge (a) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of any Issuer Entity to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Issuer Entity or (c) relating to purchase orders and other agreements entered into with customers of any Issuer Entity in the ordinary course of business and (ii) Liens securing cash management obligations (that do not constitute Indebtedness) and obligations in respect of cash management and related services (including automated clearinghouse of funds, treasury, depository, overdraft, electronic funds transfer, cash pooling, controlled disbursements and other cash management arrangements), commercial credit card and merchant card services, credit or debit cards, stored value cards and purchase cards and the processing of related sales or receipts, and E-payables and comparable services, in each case, incurred in the ordinary course of business;
(m) Liens of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on the items in the course of collection;
(n) Liens on assets acquired, or on assets of a Person that is acquired, securing Indebtedness permitted pursuant to Section 8.01(e) (provided that (i) solely with respect to obligations which are Indebtedness incurred pursuant to Section 8.01(e)(i), such Liens were existing at the time of such acquisition and were not due created in anticipation or which are being contested contemplation of such acquisition and (ii) such Liens do not extend to property not subject to such Liens at the time of such acquisition (other than improvements, accessions, proceeds or dividends or distributions in good faith by appropriate proceedings which prevent enforcement of the matter under contestrespect thereof and after-acquired property));
(co) Liens solely on any cxxx xxxxxxx money deposits made by any Issuer Entity pursuant to any letter of intent or purchase agreement entered into in connection with any Investment permitted hereunder;
(p) deposits to secure the performance of (i) tenders, bids, trade contracts, governmental contracts, performance and return-of-money bonds and other similar contracts (other than obligations for the payment of Indebtedness for borrowed money) and (ii) leases, subleases, statutory obligations, surety, stay, judgment and appeal bonds, performance bonds and other obligations of a like nature (including reimbursement obligations in respect of letters of credit supporting such obligations), in each case incurred in the ordinary course of business;
(q) survey exceptions, encumbrances, ground leases, easements, encroachments or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone, cable television lines and other similar utility lines, gas and oil pipelines and other similar purposes, reservations of rights, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not and will not in the aggregate materially adversely interfere with the use of the applicable property in the ordinary conduct of the business of any Issuer Entity;
(r) any zoning or similar land use restrictions or rights reserved to or vested in any governmental office or agency, including without limitation, site plan agreements, development agreements and contractual zoning agreements, to control or regulate the use of any real property;
(s) Liens securing Indebtedness incurred pursuant to Section 8.01(f) in an aggregate principal amount not in excess of $5,000,000;
(t) [reserved];
(u) any interest or title of a lessor, licensor, sublessor, or sublicensor not prohibited hereunder or any Liens on such interest or title;
(v) leases, licenses, subleases or sublicenses (and covenants not to assert) granted to others in the ordinary course of business or consistent with past practice which do not (x) interfere in any material respect with the business of the Issuer Entities, taken as a whole or (y) secure any Indebtedness provided that any such license or sub-license is non-exclusive;
(w) Liens arising in connection with conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Issuer Entity in the ordinary course of business permitted by this Agreement, purchase orders and other agreements entered into with customers of any Issuer Entity in the ordinary course of business;
(x) 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;
(y) judgment liens and judicial attachment liens Liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding9.06;
(dz) the Statutory, contractual and common law Liens granted in favor of the Administrative Agent pursuant landlords under leases to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower which Holdings or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of is a lessor or sublessor under any operating leaseparty; and
(haa) easementsLiens securing obligations, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business whichincluding Indebtedness, in an aggregate amount that, when taken together with all other obligations secured by Liens incurred pursuant to this clause (aa) and then outstanding, does not to exceed, on the aggregatedate such Liens are granted, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary$1,000,000.
Appears in 1 contract
Liens. The Borrower shall will not, nor shall will it permit any of its Subsidiaries consolidated Subsidiary to, create, incur, assume or permit suffer to exist exist, any Lien of any kind on any Property of its property or assets now owned by any such Person; providedor hereafter acquired (other than Unrestricted Margin Stock), however, that the foregoing shall not apply to nor operate to preventexcept:
(a) Liens arising by statute in connection with worker's compensationwhich may be hereafter created to secure payment of the Obligations;
(b) Liens incurred or deposits or pledges, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue orto secure payment of workers’ compensation, if overdueunemployment insurance, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established thereforold age pensions or other social security obligations;
(bc) mechanics'Liens incurred or deposits or pledges, workmen's, materialmen's, landlords', carriers', or other similar Liens arising made in the ordinary course of business with respect business, to obligations which are not due secure performance of bids, tenders, contracts (other than contracts for Indebtedness), leases, public or which are being contested statutory obligations, surety bonds, appeal bonds, or other Liens or deposits or pledges for purposes of like general nature made in good faith by appropriate proceedings which prevent enforcement the ordinary course of the matter under contestbusiness;
(cd) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets Deposits or pledges for the purpose of securing an appeal, stay or discharge in the course of any legal proceedingproceedings, or Liens for judgments or awards which were not incurred in connection with Indebtedness or the obtaining of advances or credits; provided that such deposits, pledges and Liens do not, in the aggregate amount (but without duplication) for the Borrower and the consolidated Subsidiaries, materially detract from the value of their assets or properties or materially impair the use thereof in the ordinary course of business and such appeal, judgment liens and liabilities or award, as the case may be, is being diligently contested or litigated in good faith by appropriate proceedings; provided further, there has been set aside on the books of the Borrower or the consolidated Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto; and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall provided further execution is not be in excess of $500,000 at levied upon any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documentssuch judgment or award;
(e) Liens identified for taxes, fees, assessments and described governmental charges not delinquent or which are being contested in good faith by appropriate proceedings, provided there has been set aside on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofthe books of the Borrower or the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto; and provided further, execution is not levied upon any such Lien;
(f) Mechanics’, carriers’, workers’, repairmen’s or other like Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred arising in the ordinary course of business which, in the aggregate, securing obligations which are not substantial overdue for a period of more than 90 calendar days, or which are being contested in amount and which do not materially detract from good faith by appropriate proceedings; provided there has been set aside on the value of the Property subject thereto or materially interfere with the ordinary conduct of the business books of the Borrower and the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto; and provided further, execution is not levied upon any such Lien;
(g) Lessors’ interests under capital leases;
(h) Liens on property acquired or constructed with the proceeds of any Subsidiary.tax-exempt bond financing to secure such financing;
Appears in 1 contract
Liens. The Borrower shall Holdings will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien upon any property or assets (real or personal, tangible or intangible) of Holdings or any kind on of its Subsidiaries, whether now owned or hereafter acquired, or assign (as security) any Property owned by any such Personright to receive income; provided, however, that the foregoing provisions of this Section 9.01 shall not apply prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to nor operate to prevent:as “Permitted Liens”):
(a) inchoate Liens arising by statute for Taxes, assessments or governmental charges or levies not yet due or Liens for Taxes, assessments or governmental charges or levies being contested in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits and by appropriate proceedings for which adequate reserves have been established in connection accordance with tenders, contracts, GAAP;
(b) Liens in respect of property or leases to which the Borrower assets of Holdings or any Subsidiary is a party or other cash deposits required to be made of its Subsidiaries, which were incurred in the ordinary course of business, provided in each case that the obligation is business and do not secure Indebtedness for borrowed money and that the obligation secured is not overdue ormoney, if overduesuch as carriers’, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen'swarehousemen’s, materialmen's, landlords', carriers', ’s and mechanics’ or construction liens and other similar Liens arising in the ordinary course of business with respect business, 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 action has been taken to obligations which are not due enforce such Liens or which are being contested in good faith by appropriate proceedings which prevent enforcement actions, if adequate reserves with respect thereto are maintained on the books of the matter under contestapplicable Person in accordance with GAAP;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof Liens in existence on the Closing Date which are listed, and the pledge of assets for the purpose of securing an appealproperty subject thereto described, stay or discharge in the course of any legal proceedingSchedule 9.01, provided that the aggregate amount (but without duplication) plus renewals, replacements and extensions of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsectionLiens; provided, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness the Indebtedness, if any, secured by such Liens shall does not increase from that amount outstanding at the time of any one time exceed 5% such renewal, replacement or extension (except by the amount associated with costs, fees, expenses and premiums) and (ii) any such renewal, replacement or extension does not encumber any additional assets or properties of Total Assets Holdings or any of the Borrower and its Subsidiaries as reflected on their most recent yearother than (a) after-end audited financial statementsacquired property that is affixed to or incorporated into the property covered by such Lien and (b) proceeds and products thereof;
(gd) (x) Liens created by or pursuant to this Agreement and the Security Documents and (y) Liens created by or pursuant to the ABL Loan Documents (including any Permitted Refinancing Indebtedness in respect thereof outstanding pursuant to Section 9.04(j), subject to the terms of the Initial Intercreditor Agreement);
(e) (i) licenses, sublicenses, leases or subleases (including with respect to any intellectual property, to the extent such license, sublicense, lease or sublease is non-exclusive) granted by Holdings or any of its Subsidiaries to other Persons not materially interfering with the conduct of the business of Holdings or any of its Subsidiaries and (ii) any interest or title of a lessor lessor, sublessor or sublessor licensor under any operating lease, sublease or license agreement existing on the date hereof or otherwise permitted by this Agreement to which Holdings or any of its Subsidiaries is a party;
(f) Liens securing Indebtedness permitted by Section 9.04(d); andprovided, that such Liens encumber only the assets financed thereby, the proceeds thereof and improvements and accessions thereto;
(g) [Reserved];
(h) easements, servitudes, rights-of-way, restrictions, encroachments covenants, licenses and other similar encumbrances incurred in the ordinary course of business whichcharges or encumbrances, and minor title deficiencies, in the aggregate, are each case not substantial in amount securing Indebtedness and which do not materially detract from the value of the Property subject thereto or materially interfere interfering with the ordinary conduct of the business of Holdings or any of its Subsidiaries, taken as a whole;
(i) Liens arising out of the existence of judgments to the extent and so long as such judgments do not individually or in the aggregate constitute an Event of Default under Section 10.01(j);
(j) statutory and common law landlords’ liens under leases to which the Borrower or any Subsidiary.of its Subsidiaries is a party;
(i) Liens (other than Liens imposed under ERISA) incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money) and (ii) Liens on pledges or deposits in the ordinary course securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit and bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or any of its Subsidiaries;
(l) Permitted Encumbrances and Liens arising in the ordinary course in connection with Investments permitted pursuant to Section 9.05(n), (o) or (u);
(m) Liens on property or assets acquired pursuant to a Permitted Acquisition or another permitted Investment, or on property or assets of a Subsidiary of the Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition or other permitted Investment; provided, that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 9.04, and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such acquisition and do not attach to any asset of Holdings or any other asset of the Borrower or any of its Subsidiaries other than proceeds thereof and improvements and accessions thereto;
(n) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements;
(o) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets, and (ii) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(p) 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 Holdings or any of its Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks or other entity with which such accounts are maintained;
(q) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under Section 9.04;
(r) Liens on xxxxxxx money deposits made in connection with any Permitted Acquisition or other permitted Investment or in respect of any anticipated Permitted Acquisition or other permitted Investment and Liens that may be deemed to exist by reason of any agreement to sell assets;
(s) Liens on cash and Cash Equivalents of the Borrower and its Subsidiaries deposited as collateral in favor of a hedging counterparty to secure obligations under Interest Rate Protection Agreements and/or Other Hedging Agreements otherwise permitted to be entered into by this Agreement; (t) Liens securing obligations in respect of Indebtedness permitted under Section 9.04(r);
Appears in 1 contract
Liens. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by the Borrower or -49- any such PersonSubsidiary; providedPROVIDED, howeverHOWEVER, that the foregoing this Section shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower or any Subsidiary of its Subsidiaries is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due overdue or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsectionclause, including interest and penalties thereon, if any, shall not be in excess of $500,000 250,000 at any one time outstanding;
(d) Liens securing indebtedness permitted by Section 8.11(b) hereof in respect of Property now owned or hereafter acquired by the Borrower or any of its Subsidiaries (not extending to any other Property), or Liens granted in favor on Property so acquired (not extending to any other Property) existing at the time of the Administrative Agent pursuant acquisition thereof, or renewals, extensions and refundings of any such Liens (not extending to the Collateral Documentsany other Property);
(e) Liens identified any Lien existing on any Property (other than (i) shares of stock in any Subsidiary, (ii) receivables, inventory and described on Schedule 8.7/8.8 hereof securing indebtedness permitted similar working capital assets and (iii) patents, trademarks and similar intangibles) prior to the acquisition thereof by Section 8.7(f) hereofthe Borrower or any Subsidiary, provided that such Lien is not created in contemplation of or in connection with such acquisition;
(f) Liens on property the real estate of Xxxxxx Metalcraft Co. of South Carolina in Xxxxx Path, Abbeville County, South Carolina and the Borrower or any Subsidiary created solely for buildings and other improvements situated on such real estate securing the purpose of securing indebtedness permitted by Section 8.7(g8.11(g) hereof, representing hereof PROVIDED such liens do not in any event encumber any trade fixtures or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statementssimilar equipment;
(g) any interest or title of a lessor or sublessor under any operating leasethe Liens described on Schedule 8.12 hereof; and
(h) with respect to real property, easements, rights-of-rights of way, restrictions, reservations and other similar encumbrances incurred minor defects or irregularities in the ordinary course of business which, in the aggregate, are not substantial in amount and title which do not materially detract from impair the value of use thereof for the Property subject thereto or materially interfere with the ordinary conduct of the business of purposes for which it is held by the Borrower or any Subsidiaryof its Subsidiaries.
Appears in 1 contract
Liens. The No Borrower shall notshall, nor shall it permit any of its Subsidiaries to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) inchoate Liens for the payment of Taxes which are not yet delinquent or the payment of which is not required by Section 6.7;
(b) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with bids, tenders, contracts, contracts or leases to which the any Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided provided, in each case case, that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and for which adequate reserves have been established thereforin accordance with GAAP;
(bc) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ (including common carriers’) bailee’s or other similar Liens arising in the ordinary course of business with respect to obligations which are not past due for more than forty-five (45) days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens contest and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge which adequate reserves have been established in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingaccordance with GAAP;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the any Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofSections 6.11(d), representing or incurred to finance, refinance, or refund finance the purchase price of Property; provided that, provided that (i) no such Lien shall extend to or cover other Property of the such Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, ;
(f) normal and (iii) the aggregate principal amount customary rights of all such indebtedness secured by such setoff upon deposits of cash in favor of banks or other depository institutions and Liens shall not at any one time exceed 5% of Total Assets a collection bank arising under Section 4-210 of the Borrower and its Subsidiaries as reflected UCC on their most recent year-end audited financial statementsitems in the course of collection;
(g) any interest or Liens comprised of minor defects, irregularities, and deficiencies in title of a lessor or sublessor under any operating lease; and
(h) to, and easements, rights-of-way, restrictions, zoning restrictions and other similar encumbrances restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of any Borrower or any Subsidiary which, individually and in the aggregate, do not materially adversely interfere with the ordinary conduct of business by such Subsidiary or such Borrower, as applicable;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.1(g);
(i) Liens to secure the performance of bids, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(j) Liens set forth on Schedule 6.12 hereof;
(k) Liens appearing as exceptions listed on Schedule B to the Title Policies;
(l) Liens securing any sale-leaseback permitted under this Agreement in an amount not to exceed U.S. $2,000,000 in the aggregate at any time outstanding;
(m) Liens securing the interests of the broker with respect to any margin account pursuant to a Hedge Agreement maintained by any Borrower or any Subsidiary in the ordinary course of business whichin an amount not to exceed U.S. $20,000,000 in the aggregate at any time outstanding;
(n) Liens on specified assets which Liens are not otherwise permitted by this Section 6.12 so long as the aggregate fair market value (determined, in the aggregatecase of each such Lien, are not substantial in amount and which do not materially detract from the value as of the Property date such Lien is incurred) of such specified assets subject thereto or materially interfere with does not exceed (as to the ordinary conduct Borrowers and all their Subsidiaries) U.S. $15,000,000 at any one time; and
(o) Liens on Property of the business of the any Borrower or any SubsidiarySubsidiary securing indebtedness permitted by Section 6.11(m).
Appears in 1 contract
Liens. The No Borrower shall notshall, nor shall it permit any of its Subsidiaries to, create, incur, incur or permit suffer to exist any Lien of any kind on any Property owned by any such Personof its Property; provided, however, provided that the foregoing shall not apply to nor operate to prevent:prevent the following (the Liens described below, the “Permitted Liens”):
(a) inchoate Liens for the payment of Taxes which are not yet delinquent or the payment of which is not required by Section 6.7;
(b) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxesTaxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with bids, tenders, contracts, contracts or leases to which the any Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided provided, in each case case, that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and for which adequate reserves have been established thereforin accordance with GAAP;
(bc) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', ’ (including common carriers’) bailee’s or other similar Liens arising in the ordinary course of business with respect to obligations which are not past due for more than forty-five (45) days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens contest and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge which adequate reserves have been established in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstandingaccordance with GAAP;
(d) the Liens granted in favor of the Administrative Agent created by or pursuant to this Agreement and the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the any Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofSections 6.11(d), representing or incurred to finance, refinance, or refund finance the purchase price of Property; provided that, provided that (i) no such Lien shall extend to or cover other Property of the such Borrower or such Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, ;
(f) normal and (iii) the aggregate principal amount customary rights of all such indebtedness secured by such setoff upon deposits of cash in favor of banks or other depository institutions and Liens shall not at any one time exceed 5% of Total Assets a collection bank arising under Section 4-210 of the Borrower and its Subsidiaries as reflected UCC on their most recent year-end audited financial statementsitems in the course of collection;
(g) any interest or Liens comprised of minor defects, irregularities, and deficiencies in title of a lessor or sublessor under any operating lease; and
(h) to, and easements, rights-of-way, restrictions, zoning restrictions and other similar encumbrances restrictions, charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of any Borrower or any Subsidiary which, individually and in the aggregate, do not materially adversely interfere with the ordinary conduct of business by such Subsidiary or such Borrower, as applicable;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.1(g);
(i) Liens to secure the performance of bids, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(j) Liens set forth on Schedule 6.12 hereof;
(k) Liens appearing as exceptions listed on Schedule B to the Title Policies;
(l) Liens securing any sale-leaseback permitted under this Agreement in an amount not to exceed U.S. $3,000,000 in the aggregate at any time outstanding;
(m) Liens securing the interests of a broker or other trade counterparty with respect to any margin account pursuant to a Hedge Agreement maintained by any Borrower or any Subsidiary in the ordinary course of business whichin an amount not to exceed U.S. $30,000,000 in the aggregate at any time outstanding;
(n) Liens on specified assets which Liens are not otherwise permitted by this Section 6.12 so long as the aggregate fair market value (determined, in the aggregatecase of each such Lien, are not substantial in amount and which do not materially detract from the value as of the Property date such Lien is incurred) of such specified assets subject thereto or materially interfere with does not exceed (as to the ordinary conduct Borrowers and all their Subsidiaries) U.S. $22,500,000 at any one time; and
(o) Liens on Property of the business of the any Borrower or any SubsidiarySubsidiary securing indebtedness permitted by Section 6.11(m).
Appears in 1 contract
Liens. The Borrower Borrowers shall not, nor shall it the Public Hub Company permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations obligations, or other similar charges (other than and Liens arising under ERISA), in the nature of good faith cash deposits in connection with warranty obligations, bids, tenders, contracts, or leases to which any member of the Borrower or any Subsidiary Hub Group is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics'’, workmen's’s, materialmen's’s, landlords'’, carriers', or ’ and other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens Liens in respect of judgments that do not constituting constitute an Event of Default under Section 9.1(g) hereof and Liens arising from the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such any judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, thereby shall not be in excess constitute an Event of $500,000 at any one time outstandingDefault;
(d) the banker’s Liens granted and similar Liens (including set-off rights) in favor respect of the Administrative Agent pursuant to the Collateral Documentsbank deposits and Liens of securities intermediaries on securities accounts;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereofthe retained interest of a lessor in connection with any lease;
(f) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not materially detract from the value of the Property subject thereto;
(g) licenses, sublicenses, leases or subleases granted in the ordinary course of business;
(h) Liens on property containers, tractors and chassis in connection with the Indebtedness for Borrowed Money financing the same;
(i) Liens on Property of any member of the Borrower or any Subsidiary Hub Group created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, refinance or refund the purchase price purchase, lease, construction or repair of Property, provided that (i) no such Lien shall extend to or cover other Property of any member of the Borrower or such Subsidiary Hub Group other than the respective Property so acquiredacquired (and assets affixed or appurtenant thereto), (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(gj) any interest Liens in favor of issuers of surety bonds or title letters of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, credit and other similar encumbrances incurred bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of business which, in its business;
(k) Liens on property or shares of capital stock of another Person at the aggregate, are not substantial in amount and which do not materially detract from the value time such other Person becomes a Subsidiary of the Property subject thereto Public Hub Company; provided, however, that the Liens may not extend to any other property owned by the Hub Group (other than assets and property affixed or materially interfere appurtenant thereto);
(l) Liens on property at the time Hub Group acquires the property, including any acquisition by means of a merger or consolidation with the ordinary conduct or into any member of the business of Hub Group; provided, however, that the Borrower Liens may not extend to any other property owned by the Hub Group (other than assets and property affixed or appurtenant thereto); and
(m) Liens securing Indebtedness for Borrowed Money in an aggregate amount not to exceed $30,000,000 at any Subsidiaryone time outstanding.
Appears in 1 contract
Samples: Credit Agreement (Hub Group Inc)
Liens. The Borrower shall Company will not, nor shall will it permit any of its Subsidiaries Subsidiary to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by the Company or any such PersonSubsidiary; provided, however, that the foregoing this Section shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits in connection with tenders, contracts, contracts or leases to which the Borrower Company or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower Company and its Subsidiaries secured by a pledge of assets permitted under this subsectionclause, including interest and penalties thereon, if any, shall not be in excess of $500,000 1,000,000 at any one time outstanding;
(d) the purchase money Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f8.11(d) hereof;
(f) Liens on property hereof in respect of equipment now owned or hereafter acquired by the Borrower Company or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred (not extending to finance, refinanceany other Property), or refund Liens on equipment so acquired (not extending to any other Property) existing at the purchase price time of acquisition thereof, or renewals, extensions and refundings of any such Liens (not extending to any other Property), provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall not exceed 80% of the cost or fair market value, whichever is less, of the Property covered by such Lien at no the time exceed of the original purchase price creation thereof or the acquisition of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(he) easements, rights-of-way, restrictions, and other similar encumbrances incurred the Liens granted in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value favor of the Property subject thereto or materially interfere with Agent pursuant to the ordinary conduct of the business of the Borrower or any SubsidiaryCollateral Documents.
Appears in 1 contract
Samples: Credit Agreement (Anicom Inc)
Liens. The Borrower Borrowers shall not, nor shall it they permit any of its the Restricted Subsidiaries to, create, incur, incur or permit to exist any Lien of any kind on any Property owned by the Borrowers or any such PersonRestricted Subsidiary; provided, however, that the foregoing shall not apply to nor operate to prevent:
(a) Liens arising by statute in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits in connection with the foregoing or in connection with tenders, contracts, contracts or leases to which the Borrower Borrowers or any Subsidiary is of their Restricted Subsidiaries are a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower Borrowers and its their Restricted Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property Property of the Borrower Borrowers or of any Subsidiary Restricted Subsidiaries created solely for the purpose of securing indebtedness permitted by Section 8.7(g7.10(h) hereof, hereof representing or incurred to finance, refinance, refinance or refund the purchase price of Propertysuch Property or representing the interest of the lessor under a Capital Lease, provided that (i) no such Lien shall extend to or cover other Property of the Borrower Borrowers or such any Restricted Subsidiary other than the respective Property so acquired, (ii) and the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, ;
(f) Liens on the stock and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets assets of the Borrower Canadian Subsidiaries securing the indebtedness permitted by Section 7.10(d) hereof and its liens on assets of the Company and other Restricted Subsidiaries as reflected on their most recent year-end audited financial statementssecuring the Canadian Facility;
(g) any interest or title Liens in favor of a lessor or sublessor under any operating lease; andSeaboard Surety Company and its Affiliates, London Guarantee Insurance Company and its Affiliates and Reliance Insurance Company and its Affiliates described in clause (i) of the second proviso to Section 4.1 hereof;
(h) easements, rights-of-way, restrictions, rights of subrogation and other similar encumbrances incurred rights of issuers of surety bonds and unperfected lien rights of such issuers to assets associated with projects which they have bonded;
(i) restrictions on the disbursement or withdrawal of funds deposited by Restricted Subsidiaries in bank accounts maintained by them in the ordinary course of business which, consistent with past practice which are maintained in connection with specific construction projects or contracts from which payments and disbursements with respect to such contracts or projects are to be made;
(j) Liens on insurance policies arising in connection with the deferred payment of premiums or the financing thereof in the aggregate, are not substantial ordinary course of business;
(k) Liens consisting of cash collateral deposits made in amount and which do not materially detract from connection with the value insurance program of the Property subject thereto Company and its Restricted Subsidiaries and liens on up to oe135,000 of cash collateral securing reimbursement obligations owing Barclays Bank in connection, with demand performance bond which it has issued and rights of a depository bank to offset balances in any account maintained with it by a Subsidiary incorporated under the laws of United Kingdom against debit balances in any other account maintained with it by any such Subsidiary (it being acknowledged by the Lenders that such rights of offset shall be superior to any rights they may have in and to such accounts or materially interfere with the ordinary conduct balances as are from time to time standing on deposit therein);
(l) Liens existing on any property of a corporation at the time such corporation becomes a Restricted Subsidiary which Liens were not created, incurred or assumed in contemplation thereof, provided that no such Liens shall extend to or cover any other property of the business of the Borrower Company or any Restricted Subsidiary;
(m) the Liens listed and described on Schedule 7.11 attached hereto;
(n) any extension, renewal or replacement (or successive extensions, renewals or replacements) of Liens permitted by this Section 7.11 without any increase in the amount of indebtedness secured thereby or in the assets subject to such Liens; and
(o) Liens on assets of Designated Foreign Restricted Subsidiaries securing indebtedness thereof permitted by Section 7.10 hereof or securing Performance Guarantees.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Liens. The Borrower Tenant shall notkeep the Premises and the Building and the land upon which the Building is situated free from any liens as described in Section 15 of the Lease. EXHIBIT D RULES AND REGULATIONS FOR THE BUILDING
1. Except as provided or required by Landlord in accordance with building standards, nor no sign, placard, picture, advertisement, name or notice shall it permit be inscribed, displayed, printed, painted or affixed by Tenant on or to any part of its Subsidiaries to, create, incur, the Building or permit exterior of the Premises leased to exist any Lien Tenants or to the door or doors thereof without the written consent of any kind on any Property owned by Landlord first obtained and Landlord shall have the right to remove any such Personsign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant.
2. Except as provided or required by Landlord in accordance with Building standards, no draperies, curtains, blinds, shades, screens or other devices shall be hung at or used in connection with any window or exterior door or doors of the Premises.
3. The bulletin board or directory of the building shall be used primarily for display of the name and location of Tenants and Landlord reserves the right to exclude any other names therefrom, to limit the number of names associated with Tenants to be placed thereon and to charge for names associated with Tenants to be placed thereon at rates applicable to all Tenants.
4. The sidewalks, halls, passages, exits, entrances, elevators and stairways of the Building shall not be obstructed by Tenants or used by them for any purpose other than for ingress to and egress from their respective Premises. The halls, passages, exits, entrances, elevators, stairways, balconies and roof of the Building are not for the use of the general public and Landlord in all cases reserves the right to control the same and prevent access thereto by all persons whose presence, in the judgment of the Landlord, is or may be prejudicial to the safety, character, reputation or interests of the Building and its Tenants; provided, provided however, that the foregoing Landlord shall not apply prevent such access to nor operate to prevent:
(a) Liens arising by statute in connection persons with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts, or leases to which the Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising whom Tenants deal in the ordinary course of business with respect to obligations which unless such persons are not due or which are being contested engaged in good faith by appropriate proceedings which prevent enforcement illegal activities. No person shall go upon the roof of the matter under contest;Building unless expressly so authorized by Landlord.
(c) judgment liens 5. Tenants shall not alter any lock nor install any new or additional locks or any bolts on any interior or exterior door of any Premises leased to Tenant, except as reasonably required by Tenant and judicial attachment liens reasonably approved by Landlord, but in no event leaving Landlord without keys or codes required for emergency access.
6. The doors, windows, light fixtures and any lights or skylights that reflect or admit light into halls or other places of the Building shall not constituting an Event be covered or obstructed. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of Default under Section 9.1(g) hereof any kind whatsoever shall be thrown or placed therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, cause such expense.
7. Tenants shall not mxxx, drive nails, screw or drill into the walls, woodwork or plaster or in any way deface the Building or any Premises leased to Tenant, except to mount standard office artwork or shelving.
8. Furniture, freight or equipment of every kind shall be moved into or out of the building only at such times and in such manner as Landlord shall designate. Landlord may prescribe and limit the pledge weight, size and position of assets all equipment to be used by Tenants, other than standard office desks, chairs and tables and portable office machines. Safes and other heavy equipment shall, if considered necessary by Landlord, stand on wood strips of such thickness as Landlord deems necessary to distribute properly the weight thereof. All damage to the building or Premises occupied by Tenants caused by moving or maintaining any property of a Tenant shall be repaired at the expense of such Tenant.
9. No Tenant shall employ any person, other than the janitor provided by Landlord, for the purposes of cleaning the Premises occupied by such Tenant unless otherwise agreed to by Landlord, trade fixtures excepted. Except with the written consent of Landlord, no person shall be permitted to enter the Building for the purpose of securing an appeal, stay cleaning the same. Tenants shall not cause any unnecessary labor by carelessness or discharge indifference in the course preservation of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens good order and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, cleanliness. Landlord shall not be responsible to any Tenant for loss of property on the Premises, however occurring, or for any damage to the property of any Tenant caused by the employees or independent contractors of Landlord or by any other person. Janitor service will not be furnished when rooms are occupied during the regular hours when janitor service is provided. Window cleaning shall be done only at the regular and customary times determined by Landlord for such services.
10. No Tenant shall sweep or throw or permit to be swept or thrown any dirt or other substance into any of the corridors, halls or elevators or out of the doors or stairways of the Building; use or keep or permit to be used or kept any foul or noxious gas or substance; permit or suffer the Premises occupied by such Tenant to be occupied or used in excess a manner offensive or objectionable to Landlord or other Tenants by reason of $500,000 noise, odors or vibrations; interfere in any way with other Tenants or persons having business in the Building; or bring or keep or permit to be brought or kept in the Building any animal life form, other than human, except seeing-eye dogs when in the company of their masters.
11. No cooking shall be done or permitted by Tenants in their respective Premises, nor shall Premises occupied by Tenants be used for the storage of merchandise, washing clothes, lodging, or any improper, objectionable or immoral purposes.
12. No Tenant shall use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities thereof reasonably necessary for the operation or maintenance of customary office equipment, or, without Landlord's prior written approval, use any method of heating or air-conditioning other than that supplied by Landlord. No Tenant shall use or keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors or vibrations, or interfere in any way with other Tenants or those having business therein. Tenant must comply with any government imposed codes and regulations concerning the use or storage of any substances on the Premises.
13. No boring or cutting for telephone or electric wires shall be allowed without the consent of Landlord and any such wires permitted shall be introduced at the place and in the manner described by Landlord. The location of telephones, speakers, fire extinguisher and all other office equipment affixed to Premises occupied by Tenants shall be subject to the approval of Landlord. Each Tenant shall pay all expenses incurred in connection with the installation of its equipment, including any telephone and electricity distribution equipment.
14. Upon termination of occupancy of the Building, each Tenant shall deliver to Landlord all keys furnished by Landlord, and any reproductions thereof made by or at the direction of such Tenant, and in the event of loss of any keys furnished to Tenant shall pay Landlord therefor.
15. No Tenant shall affix any floor covering in any manner except as approved by the Landlord. The expense of repairing any damage caused by removal of any such floor covering shall be borne by the Tenant by whom, or by whose contractors, employees or invitees, the damage shall have been caused.
16. No mail, furniture, packages, supplies, equipment, merchandise or deliveries of any kind will be received in the building or carried up or down in the elevators except between such hours and in such elevators as shall be designated by Landlord.
17. On Saturdays, Sundays and legal holidays and between the hours of 6:00 p.m. and 8:00 am., access to the Building may be refused unless the person seeking access is known to the person charged with responsibility for the safety and protection of the Building and has a pass or is properly identified by Landlord or Tenant. In no case shall Landlord be liable for any loss or damage for any error with respect to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot, public excitement or other commotion and at such times as Landlord deems necessary for the safety and protection of the Building, its Tenants and all property located therein, Landlord may prohibit and prevent access to the Building by all persons by any means Landlord deems appropriate.
18. Each Tenant shall see that the exterior doors of its Premises are closed and securely locked on Sundays and legal holidays and not later than 6:00 p.m. of each other day each Tenant shall exercise extraordinary care and caution that all water faucets or water apparatus are entirely shut off each day before its Premises are left unoccupied and that all electricity or gas shall likewise be carefully shut off so as to prevent waste or damage to Landlord or to other Tenants of the Building.
19. Landlord may exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the Building.
20. The requirements of Tenants will be attended to only upon application to Landlord at the office of the Building. Employees of Landlord shall not perform any work outside of their regular duties unless under special instructions from Landlord, and no employee of Landlord shall be required to admit any person (Tenant or otherwise) to any Premises in the Building.
21. No vending or food or beverage dispensing machine or machines of any description shall be installed, maintained or operated upon any Premise in the Building without the written permission of the Landlord.
22. Landlord, without notice and without liability to any Tenant, at any one time outstanding;
(d) may change the Liens granted in favor name or the street address of the Administrative Agent Building, after prior written notice to Tenant at least thirty (30) days in advance.
23. The word "Building" as used in these rules and regulations means the Building of which a part of the Premises are leased pursuant to the Collateral Documents;
(e) Liens identified Lease to which these rules and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property regulations are attached. Each Tenant shall be liable to Landlord and to each other Tenant of the Borrower Building for any loss, cost, expense, damage or liability, including attorneys' fees, caused or occasioned by the failure of such first named Tenant to comply with these rules, but Landlord shall have no liability for such failure or for failing or being unable to enforce compliance therewith by any Subsidiary created solely Tenant and such failure by Landlord or noncompliance by any other Tenant shall not be a ground for the purpose of securing indebtedness permitted by Section 8.7(g) hereof, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property termination of the Borrower or such Subsidiary other than Lease to which these rules and regulations are attached by the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any SubsidiaryTenant thereunder.
Appears in 1 contract
Samples: Office Lease (Electronic Arts Inc)
Liens. The Borrower shall not, nor shall it permit any of and its Subsidiaries to, shall not create, ----- incur, assume or permit suffer to exist any Lien of any kind on any Property owned by property or asset of any such Person; providedkind of the Borrower or any Subsidiary, howeverexcept the following (collectively, that the foregoing shall not apply to nor operate to prevent:"Permitted Liens"):
(a) Liens existing on the date hereof (each such Lien, to the extent it secures Indebtedness or other obligations in an aggregate amount of $20,000,000 or more, being described on Schedule 5.21 attached hereto); --------------
(b) Liens arising in the ordinary course of business by statute operation of law, deposits, pledges or other Liens in connection with worker's workers' compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, public or statutory obligations or other similar charges (other than Liens arising under ERISA)charges, good faith cash deposits deposits, pledges or other Liens in connection with tenders(or to obtain letters of credit in connection with) bids, contractsperformance, return-of-money or payment bonds, contracts or leases to which the Borrower or any Subsidiary is a party its Subsidiaries are parties or other cash deposits required to be made in the ordinary course of business, ; provided that in each case that the obligation secured is not for Indebtedness for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves in conformity with GAAP have been established provided therefor;
(bc) mechanics', workmen's, materialmen's, landlords', carriers', ' or other similar Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens) related to obligations not overdue for more than thirty (30) days if such Liens arise with respect to obligations domestic assets and for more than ninety (90) days if such Liens arise with respect to foreign assets, or, if so overdue, that are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect;
(d) Liens for Taxes not more than ninety (90) days past due or which are not due can thereafter be paid without penalty or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contestand reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect;
(ce) Liens imposed by ERISA (or comparable foreign laws) which are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect;
(f) Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, or in connection with surety or appeal bonds or the like in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or for which the Borrower or such Subsidiary shall be prosecuting on appeal or proceeding for review, and for which it shall have obtained (within thirty (30) days with respect to a judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge award rendered in the course United States or within sixty (60) days with respect to a judgment or award rendered in a foreign jurisdiction after entry of such judgment or award or expiration of any legal proceedingprevious such stay, provided as applicable) a stay of execution or the like pending such appeal or proceeding for review; provided, that the aggregate amount of uninsured or underinsured liabilities (but without duplicationnet of customary deductibles, and including interest, costs, fees and penalties, if any) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, such Liens shall not be in excess of exceed $500,000 50,000,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(fg) Liens on fixed or capital assets and related inventory and intangible assets acquired, constructed, improved, altered or repaired by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness otherwise permitted by this Agreement, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 365 days after such acquisition or the later of the completion of such construction, improvement, alteration or repair or the date of commercial operation of the assets constructed, improved, altered or repaired, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing, improving, altering or repairing such fixed or capital assets, as the case may be, and (iv) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary;
(h) Liens securing Interest Rate Protection Agreements or foreign exchange hedging obligations incurred in the ordinary course of business and not for speculative purposes;
(i) Liens on property existing at the time such property is acquired by the Borrower or any Subsidiary of the Borrower and not created solely in contemplation of such acquisition (or on repairs, renewals, replacements, additions, accessions and betterments thereto), and Liens on the assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such Person becoming a Subsidiary of the Borrower (or on repairs, renewals, replacements, additions, accessions and betterments thereto;
(j) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing subsections (a) through (i), provided, however, that the principal amount of Indebtedness secured thereby does not exceed the principal amount secured at the time of such extension, renewal or replacement (other than amounts incurred to pay costs of such extension, renewal or replacement), and that such extension, renewal or replacement is limited to the property already subject to the Lien so extended, renewed or replaced (together with accessions and improvements thereto and replacements thereof);
(k) rights reserved to or vested in any municipality or governmental, statutory or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the property of a Person;
(l) rights reserved to or vested in any municipality or governmental, statutory or public authority to control, regulate or use any property of a Person;
(m) rights of a common owner of any interest in property held by a Person and such common owner as tenants in common or through other common ownership;
(n) encumbrances (other than to secure the payment of Indebtedness), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any property or rights-of-way of a Person for the purpose of securing indebtedness permitted by Section 8.7(g) hereofroads, representing pipelines, transmission lines, transportation lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or incurred to financeother natural resources, refinanceand other like purposes, or refund for the purchase price joint or common use of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easementsreal property, rights-of-way, restrictionsfacilities or equipment, or defects, irregularity and deficiencies in title of any property or rights-of-way;
(o) Liens created by or resulting from zoning, planning and environmental laws and ordinances and municipal regulations;
(p) Liens created by or resulting from financing statements filed by lessors of property (but only with respect to the property so leased);
(q) Liens on property securing Non-recourse Debt;
(r) Liens on the stock or assets of SPVs; and
(s) Liens (not otherwise permitted by this Section 6.10) on property securing Indebtedness (or other similar encumbrances incurred obligations) not exceeding $175,000,000 in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or aggregate at any Subsidiarytime outstanding.
Appears in 1 contract
Liens. The Borrower shall not, nor not and shall it not permit any of its Subsidiaries to, to create, incur, assume or permit to exist any Lien on or with respect to any of any kind on any its Property whether now owned by any such Person; providedor hereafter acquired, however, that except for the foregoing shall not apply to nor operate to preventfollowing:
(a) Liens arising by statute listed in connection with worker's compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations Schedule 7.5(a) and existing on the date of this Agreement;
(b) Liens for taxes or other similar governmental charges (other than Liens arising under ERISA)not at the time delinquent or thereafter payable without penalty or being contested in good faith, good faith cash deposits provided that adequate reserves for the payment thereof have been established in connection accordance with tenders, contracts, or leases to which GAAP and no Property of the Borrower or any Subsidiary of its Subsidiaries is a party subject to impending risk of loss or forfeiture by reason of nonpayment of the obligations secured by such Liens;
(c) Liens of carriers, warehousemen, mechanics, materialmen, vendors, and landlords and other similar Liens imposed by applicable Legal Requirements incurred in the ordinary course of business or are being contested in good faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP and no Property of the Borrower or any of its Subsidiaries is subject to impending risk of loss or forfeiture by reason of nonpayment of the obligations secured by such Liens;
(d) Deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other cash deposits required to be made similar bonds in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;
(b) mechanics', workmen's, materialmen's, landlords', carriers', or other similar Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;
(c) judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount (but without duplication) of such judgment liens and liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $500,000 at any one time outstanding;
(d) the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents;
(e) Liens identified and described on Schedule 8.7/8.8 hereof securing indebtedness permitted by Section 8.7(f) hereof;
(f) Liens on property of the Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(g) hereofZoning restrictions, representing or incurred to finance, refinance, or refund the purchase price of Property, provided that (i) no such Lien shall extend to or cover other Property of the Borrower or such Subsidiary other than the respective Property so acquired, (ii) the principal amount of indebtedness secured by any such Lien shall at no time exceed the original purchase price of such Property, as reduced by repayments of principal thereon, and (iii) the aggregate principal amount of all such indebtedness secured by such Liens shall not at any one time exceed 5% of Total Assets of the Borrower and its Subsidiaries as reflected on their most recent year-end audited financial statements;
(g) any interest or title of a lessor or sublessor under any operating lease; and
(h) easements, rights-of-way, restrictions, title irregularities and other similar encumbrances incurred encumbrances, which alone or in the ordinary course of business which, in the aggregate, aggregate are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiaryof its Subsidiaries;
(f) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by the Liens described in clauses (a) and (e) above, provided that any extension, renewal or replacement Lien (i) is limited to the property covered by the existing Lien and (ii) in the case of Liens securing Indebtedness described in clause (a), secures Indebtedness which is no greater in amount and has material terms no less favorable to the Lenders than the Indebtedness secured by the existing Lien;
(g) Any attachment or judgment Lien not constituting an Event of Default;
(h) Banker’s Liens, rights of setoff and similar Liens with respect to cash and Marketable Securities on deposit in one or more bank or securities accounts in the ordinary course of business; and
(i) Liens securing other Indebtedness in aggregate principal amount not exceeding 5% of the stockholders’ equity of the Borrower and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) as shown on the most recent balance sheet delivered to the Administrative Agent in accordance with Section 6.1.
Appears in 1 contract
Samples: Credit Agreement (Fair Isaac Corp)