Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for: (a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; (c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and (k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De)
Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except forexcept:
(a) Liens for taxes or other governmental charges not yet due at the time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may beproceedings and, in conformity with GAAPeach case, for which it maintains adequate reserves;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislationLiens described on Schedule 10.8;
(d) deposits subject to secure the performance of bids, trade contracts (other than for borrowed moneylimitation set forth in Section 10.7(b), leases(i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), statutory obligations(ii) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, surety provided that any such Lien attaches to such property within 60 days of the acquisition thereof and appeal bonds, performance bonds and other obligations of a like nature incurred in attaches solely to the ordinary course of businessproperty so acquired;
(e) easementsattachments, rights-of-wayappeal bonds, restrictions judgments and other similar encumbrances incurred Liens, for sums not exceeding $250,000.00 arising in connection with court proceedings, provided the ordinary course execution or other enforcement of business thatsuch Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in the aggregate, are title and other similar Liens not substantial in amount and that do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;Subsidiary; and
(g) Liens securing Indebtedness of arising under the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Loan Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Fargo Electronics Inc), Credit Agreement (Fargo Electronics Inc)
Liens. CreateThe Company shall not, incur, assume nor shall it permit any Subsidiary to create or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that (i) the property covered thereby is not changed (other than additions and improvements thereto) and (ii) the principal amount secured or benefited thereby is not increased (other than as a result of pay-in-kind interest);
(c) Liens for taxes Taxes not yet due delinquent or that which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPproceedings diligently conducted;
(bd) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, workmen’s, landlords’, bailees’ or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, employee benefit plans from time to time in effect, other than any Lien imposed by ERISA;
(f) Liens (i) incurred in the ordinary course of business to secure the performance of tenders, statutory or regulatory 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) or (ii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers;
(g) easements, rights-of-way, restrictions (including zoning restrictions), licenses, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business thatcharges or encumbrances, and minor title deficiencies, affecting real property which, in the aggregate, are not substantial in amount amount, and that 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 applicable Person;
(h) Liens securing Indebtedness in respect of operating leases or capital leases (including lease lines, interim lease lines or progress payment agreements entered into in connection with or under capital leases), Synthetic Lease Obligations, purchase money obligations and other obligations, in each case, the proceeds of which are used in whole or in part to design, acquire, install or construct or make progress or milestone payments with respect to fixed or capital assets or improvements with respect thereto, or securing other obligations of the Company or any of its Subsidiaries;
(f) Liens Subsidiaries in existence on the Restatement Effective Date listed on Schedule 7.3(f)respect of any lease, securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover and in each case of any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower foregoing, or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed refinancings, refundings, renewals, amendments or capital assetsextensions thereof; provided, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each or otherwise subject to such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documentslease;
(i) any interest Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(j) Liens arising out of conditional sale, title retention, consignment or title similar arrangements for the sale of a lessor under any lease goods entered into by the Company or any Subsidiary;
(k) (i) bankers’ Liens, rights of setoff, revocation, refund, chargeback or overdraft protection, and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Company 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 and (ii) Liens or rights of setoff against credit balances of the Company or any Subsidiary with credit card issuers or credit card processors or amounts owing by payment card issuers or payment card processors to Borrower or any of its Subsidiaries in the ordinary course of business;
(l) (i) licenses, releases, immunities or other rights under, to or of intellectual property granted by the Company or any Subsidiary in the ordinary course of its business and covering only not interfering in any material respect with the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation ordinary conduct of business of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness Company and its Subsidiaries and (ii) Liens arising from leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which (A) would not reasonably be expected to have a Material Adverse Effect and (B) do not secure any Indebtedness;
(m) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases, consignment of goods or private label credit card programs in the United States, in any case, entered into or otherwise consummated in the ordinary course of business;
(n) Liens arising under repurchase agreements, reserve repurchase agreements, securities lending and borrowing agreements and similar transactions, in each case entered into or otherwise consummated in the ordinary course of business;
(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;
(p) Liens incurred in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in any case not securing Indebtedness;
(q) Liens consisting of contractual obligations of any Loan Party to sell or otherwise Dispose of assets;
(r) inchoate Liens arising under ERISA to secure current service pension liabilities as they are incurred under the provisions of employee benefit plans from time to time in effect;
(s) Liens arising from obligations under Swap Contracts entered into in the ordinary course of business and not for speculative purposes;
(t) Other Permitted Liens and any renewals, replacements or extensions thereof, provided, that such Liens do not at any time encumber any property other than the property acquired pursuant subject to such acquisitionOther Permitted Liens prior to such renewal, replacement or extension;
(u) Liens securing letters of credit; provided, that at the time of incurrence of any such Lien, the aggregate outstanding face amount of letters of credit secured by Liens permitted under this Section 7.01 shall not exceed $500,000,000;
(v) Liens arising from any monetization, securitization or other financing of leases, loans, accounts receivable or other receivables (including any related rights or claims); provided, that such Liens do not encumber any property or assets other than the leases, loans, accounts receivable or other receivables (including any related rights or claims) subject to such monetization, securitization or other financing, property securing or otherwise related to such leases, loans, accounts receivable or other receivables, and any proceeds of the foregoing; and
(kw) other Liens not otherwise expressly permitted by this Section so long as neither clauses (ia) through (v) above; provided that the aggregate outstanding principal amount of outstanding Indebtedness secured by such other Liens does not, at the obligations secured thereby nor (ii) time of, and after giving effect to the aggregate fair market value (determined incurrence of such Indebtedness, exceed 20% of Consolidated Tangible Net Worth as of the date such Lien is incurredend of the most recent fiscal quarter for which financial statements have been delivered (or otherwise made available) pursuant to Section 6.01. Neither this Section 7.01 nor Section 7.02(b) below shall apply to any “margin stock” (within the meaning of Regulation U issued by the FRB) in excess of 25% in value of the assets subject thereto exceeds (of the Company and its Subsidiaries, taken as to the Borrower and all Subsidiaries) $10,000,000 at any one timea whole.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Amazon Com Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:
(a) Liens for taxes Taxes or assessments not yet due and payable or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiariesproperly contested, as the case may be, set forth in conformity with GAAPSection 6.03;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f)7.03, securing Indebtedness permitted by Section 7.2(d7.02(d), ; provided that no such Lien is spread or otherwise extended to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e7.02(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with with, or within 120 days after, the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) Liens on rights to “Recovery” in favor of AWA pursuant to and as defined in the AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement;
(j) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(jk) Liens arising from judgments, decrees or attachments except to the extent that they give rise to an Event of Default;
(l) licenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of Holdings or any of its Subsidiaries;
(m) Liens in favor of customs or revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods so long as such Lien covers only the goods being imported;
(n) Liens on the assets of a Non-Guarantor securing Assumed Indebtedness, Indebtedness incurred by such Non-Guarantor pursuant to Section 7.02(q);
(o) Liens existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary or on any asset of any Person that becomes a Subsidiary; provided that such Liens (i) were such Lien is not incurred created in contemplation of the Permitted Acquisition consummated of, or in conjunction with the assumption of connection with, such Assumed Indebtedness acquisition or such Person becoming a Subsidiary and (ii) do such Lien shall not encumber apply to any property other than assets;
(p) [Reserved];
(q) [Reserved];
(r) [Reserved];
(s) Liens on cash used to cash collateralize the property acquired pursuant Existing Letters of Credit;
(t) to the extent such acquisitionLiens are permitted under, and subject to, the Prepetition Intercreditor Agreement, Liens securing Indebtedness under the Second Lien Note Documents and any Permitted Refinancing Debt in respect thereof;
(u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;
(v) Liens arising from precautionary Uniform Commercial Code financing statement filings; and
(kw) Liens not otherwise permitted by this Section so long as neither that are contractual rights of set-off (i) relating to the aggregate outstanding principal amount establishment of depository relations with banks or other financial institutions not given in connection with the obligations secured thereby nor incurrence of Indebtedness, (ii) the aggregate fair market value (determined as relating to pooled deposit or sweep accounts of the date such Lien is incurred) Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the assets subject thereto exceeds Borrower or its Subsidiaries or (as iii) relating to purchase orders and other agreements entered into with customers of the Borrower and all Subsidiaries) $10,000,000 at or any one timeSubsidiary in the ordinary course of business.
Appears in 2 contracts
Samples: Superpriority Senior Debtor in Possession Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due delinquent or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Group Member in conformity with GAAP;
(b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings or with respect to which the failure to make payment would not reasonably be expected to result in a liability in excess of $500,000 in the aggregate;
(c) (i) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation; and (ii) pledges or deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, liability or other insurance to Hortonworks or any Subsidiary;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (other than for indebtedness or any Liens arising under ERISA);
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Group Member;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ; provided that (i) no such Lien is spread to cover any additional property after the Restatement Effective Date Closing Date, (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkii) and that the amount of Indebtedness secured or benefitted thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection therewith, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assetsassets (or in connection with a prior financing with a common creditor), (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereofany other property financed by a common creditor, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) except as permitted by Section 7.2(e), the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) (i) any interest or title of a lessor or licensor under any lease or license entered into by the Borrower or any other Subsidiary a Group Member in the ordinary course of its business and covering only the assets so leasedleased or licensed, and (ii) non-exlusive licenses of Intellectual Property issued in the ordinary course of business;
(j) judgment Liens that do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement, including notices of lis pendens and other similar actions related to litigation or other controversies;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing Assumed Indebtedness, provided amounts contemplated by Section 7.2(g) or that are otherwise owing to such Liens banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection (or any analogous provisions under foreign (non-U.S.) law);
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f), (ii) Liens securing reimbursement obligations with respect to letters of credit permitted by Section 7.2(f) that encumber documents and other property relating to such letters of credit, and (iii) Liens securing Obligations under any Specified Swap Agreements permitted by Section 7.2(i);
(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not incurred created in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and acquisition, merger, consolidation or Investment, (ii) such Liens do not encumber extend to any property assets other than those of such Person, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2;
(n) the replacement, extension or renewal of any Lien permitted by clause (m) above upon or in the same property acquired theretofore subject thereto or the replacement, extension or renewal of the Indebtedness secured thereby (to the extent permitted under Section 7.2);
(o) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to such acquisitionthe terms of any lease;
(p) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; and
(kq) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all SubsidiariesGroup Members) $10,000,000 1,500,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Hortonworks, Inc.), Credit Agreement (Hortonworks, Inc.)
Liens. CreateThe Loan Parties will not, and will not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or suffer permit to exist any Lien upon on any of its property, whether Property or asset now owned or hereafter acquiredacquired by them, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except for:the following (herein collectively referred to as “Permitted Liens”):
(ai) Liens for taxes with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings, provided that proceedings and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on to the books of the Borrower or its Subsidiaries, as the case may be, in conformity with extent required by GAAP;
(bii) carriers', warehousemen'sLiens of landlords arising by statute and liens of suppliers, mechanics', carriers, materialmen's, repairmen's warehousemen or workmen and other like Liens arising liens imposed by law created in the ordinary course of business that are for amounts not overdue for a period of more than 30 days yet due or that are being contested in good faith by appropriate proceedingsproceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;
(ciii) pledges or deposits made in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and or other types of social security legislation;
(d) deposits benefits or to secure the performance of bids, trade tenders, sales, contracts (other than for the repayment of borrowed money)) and surety, leasesappeal, statutory obligations, surety and appeal bonds, customs or performance bonds and other obligations of a like nature incurred in the ordinary course of business(including with respect to environmental matters);
(eiv) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances incurred in on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary course conduct of the business thatconducted and proposed to be conducted at such real property;
(v) leases or subleases of real property that do not, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the such real property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesconducted and proposed to be conducted at such real property;
(fvi) precautionary financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such person’s business other than through a capital lease;
(vii) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing purchase money Indebtedness or Capital Lease Obligations permitted by Section 7.2(d), provided that no 6.01(a)(vi) on Property described in such Lien is spread Section to cover the extent (A) such Liens do not extend to any additional property after the Restatement Effective Date (Property other than "products" such Property (and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkimprovements thereon) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (iB) such Liens shall be created substantially simultaneously with within 180 days of the acquisition acquisition, construction or improvement of such fixed or capital assetsProperty or, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code case of the State a refinancing of New York) and (iii) the amount any purchase money Indebtedness or Capital Lease Obligations, within 180 days of Indebtedness secured thereby is not increasedsuch refinancing;
(hviii) Liens created securing obligations under non-speculative Hedging Agreements permitted by Section 6.01(a)(vii), entered into with a Lender or an Affiliate of a Lender which are secured on a pari passu basis with the Loans;
(ix) Liens in favor of the Collateral Agent pursuant to the Security Documents;
(ix) judgment Liens not constituting a Default so long as such Lien is adequately bonded and any interest appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been fully terminated or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedperiod within which such proceedings may be initiated shall not have expired;
(jxi) Liens in favor of Governmental Authorities in the form of Contingent Lease Agreements;
(xii) Liens existing on the date of this Agreement and disclosed on Schedule 6.02 and Liens securing Assumed Permitted Refinancing Indebtedness permitted by Section 6.01(a)(iii); provided that any such replacement or substitute Lien (A) does not secure an aggregate amount of Indebtedness, provided if any, greater than that such Liens (i) were not incurred in contemplation of secured on the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness Closing Date and (iiB) do does not encumber any property other than the property acquired pursuant subject thereto on the Closing Date (other than improvements thereon);
(xiii) Liens securing other obligations incurred in the ordinary course of business and not constituting Indebtedness in an aggregate amount not to such acquisitionexceed $1.0 million at any one time outstanding; and
(kxiv) Liens the existence of the “equal and ratable” clause in the Senior Subordinated Note Documents or the Parent Note Documents (but not otherwise permitted by this Section so long as neither any security interests granted pursuant thereto); provided, however, that (i) no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the aggregate outstanding principal amount of the obligations secured thereby nor Security Documents and (ii) the aggregate fair market value with respect to Mortgaged Properties, Permitted Liens shall be deemed to be only those Liens set forth in clauses (determined as of the date such Lien is incurredi), (ii), (iv), (v), (ix) and (x) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timethis Section 6.02.
Appears in 2 contracts
Samples: Credit Agreement (Rural Metro Corp /De/), Credit Agreement (Rural Metro Corp /De/)
Liens. CreateADI shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document and Liens existing on the date hereof and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased and (iii) the direct or any contingent obligor with respect thereto is not changed.
(b) Liens for taxes Taxes not yet due or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bc) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(cd) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(de) deposits to secure the performance of bids, trade contracts (other than for borrowed money), and leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (other than Indebtedness) incurred in the ordinary course of business, including deposits securing reimbursement obligations under commercial letters of credit that do not constitute Indebtedness;
(ef) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedapplicable Person;
(g) Liens securing Indebtedness judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(h) precautionary UCC filings in respect of operating leases;
(i) leases, licenses, subleases or sublicenses granted to others in the Borrower ordinary course of business which do not (i) interfere in any material respect with the business of ADI or ADI and its Subsidiaries taken as a whole or (ii) secure any Indebtedness;
(j) Liens securing Swap Contracts permitted under Section 7.02(e);
(k) Liens in favor of a lessor under any lease entered into by ADI or any other Subsidiary incurred pursuant in the ordinary course of business but only with respect to the assets so leased;
(l) Liens securing Indebtedness permitted under Section 7.2(e) to finance the acquisition of fixed or capital assets, 7.02(f); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iiiii) the amount of Indebtedness secured thereby does not exceed the cost or fair market value, whichever is not increasedlower, of the property being acquired on the date of acquisition;
(hm) Liens created pursuant to the Security Documents;
(i) on assets of any interest or title of a lessor under any lease entered into entity acquired by the Borrower ADI or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, Subsidiaries in a transaction permitted under this Agreement; provided that such Liens (i) were not incurred are in contemplation of existence on the Permitted Acquisition consummated in conjunction with the assumption date of such Assumed acquisition and not created in anticipation thereof; and
(n) Liens securing Indebtedness of ADI and its Subsidiaries (in addition to Sections 7.01(l) and (m) above) in an aggregate principal amount not to exceed, at any one time, the greater of (i)$375,000,000 and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount 5% of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeConsolidated Tangible Assets.
Appears in 2 contracts
Samples: Bridge Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)
Liens. Create, incur, assume Create or suffer to exist any Lien upon any of its property, whether Property now owned or hereafter acquired, except foror acquire any Property upon any conditional sale or other title retention device or arrangement or any purchase money security agreement; or in any manner directly or indirectly sell, assign, pledge or otherwise transfer any of its Accounts or General Intangibles; provided, however, that Borrower or any of its Subsidiaries may create or suffer to exist the following:
(ai) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen'sartisans’, mechanics', materialmen's, repairmen's ’ or other like Liens imposed by law arising in the ordinary course of business business, but only to the extent that are payment thereof shall not at the time be overdue for a period of by more than 30 days or that are or, if overdue by more than 30 days, the payment thereof is being diligently contested in good faith by appropriate proceedingsand adequate reserves computed in accordance with GAAP have been set aside therefor;
(cii) pledges or deposits in connection with workers' compensationnormal encumbrances and restrictions on, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bidsdefects in, trade contracts (other than for borrowed money)title including, leaseswithout limitation, statutory obligationszoning restrictions, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and similar encumbrances, which do not secure Borrowed Money Indebtedness and which would not be reasonably expected to have, in the aggregate, a Material Adverse Effect;
(iii) Liens in favor of Agent or any Lender under the Loan Documents, including, without limitation, Liens securing Interest Rate Risk Indebtedness owed to one or more of the Lenders or Affiliate thereof (but not to any Person which is not, at the time the Interest Rate Risk Indebtedness is incurred, a Lender or an Affiliate thereof);
(iv) Liens incurred or deposits made in the ordinary course of business (1) in connection with workmen’s compensation, unemployment insurance, social security and other like laws, or (2) to secure insurance in the ordinary course of business, the performance of bids, tenders, contracts, leases, licenses, statutory obligations, surety, appeal and performance bonds and other similar encumbrances obligations incurred in the ordinary course of business thatbusiness, not, in any of the aggregatecases specified in this clause (2), incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of Property;
(v) attachments, judgments and other similar Liens arising in connection with court proceedings, provided that the execution and enforcement of such Liens are not substantial effectively stayed and the claims secured thereby are being actively contested in amount and that do not good faith with adequate reserves made therefor in any case materially detract from the value accordance with GAAP;
(vi) Liens securing obligations in respect of capital leases covering the property subject thereto to the applicable capital lease provided that such capital leases are permitted under the other provisions of this Agreement;
(vii) existing Liens as of Effective Date as set forth on Exhibit H hereto;
(viii) Liens for taxes, fees, assessments or materially interfere other governmental charges, but only to the extent that payment thereof shall not at the time be due or if due, the payment thereof is being diligently contested in good faith and adequate reserves computed in accordance with GAAP have been set aside therefor;
(ix) Liens securing purchase money Indebtedness permitted under Section 8.1 hereof and sale and leaseback Indebtedness permitted under Section 8.1 hereof and covering the ordinary conduct of Property so purchased or leased (as the business of the case may be);
(x) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements otherwise permitted hereunder entered into by Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary Subsidiaries in the ordinary course of its business and covering only the assets so leasedbusiness;
(jxi) Liens securing Assumed Indebtednesslicenses, provided leases and subleases permitted under this Agreement and granted to others that such Liens (i) were do not incurred interfere in contemplation of the Permitted Acquisition consummated in conjunction any material respect with the assumption business or operations of such Assumed Indebtedness Borrower and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionits Subsidiaries taken as a whole; and
(kxii) extensions, renewals and replacements of Liens not otherwise permitted by this Section so long as neither referred to in clauses (i) through (xi) above; provided that any such extension, renewal or replacement Lien shall be limited to the aggregate outstanding principal Property or assets covered by the Lien extended, renewed or replaced and that the Borrowed Money Indebtedness secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations Indebtedness secured thereby nor (ii) by the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeextended, renewed or replaced.
Appears in 2 contracts
Samples: Loan Agreement (HCC Insurance Holdings Inc/De/), Loan Agreement (HCC Insurance Holdings Inc/De/)
Liens. Create, incur, assume Create or suffer to exist any Lien upon any of its propertyProperty (including without limitation, whether Equity Interests in any Credit Party’s Subsidiaries) now owned or hereafter acquired, except foror acquire any Property upon any conditional sale or other title retention device or arrangement or any purchase money security agreement; provided, however, that the Credit Parties and their Subsidiaries (or any of them) may create or suffer to exist:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained effect on the books of date hereof and which are described on Schedule 7.2 attached hereto, provided, that the Borrower or its SubsidiariesProperty covered thereby does not increase in scope and such Liens may not be renewed and extended, as unless the case may be, in conformity with GAAPsame relate to Refinancing Indebtedness permitted by Section 7.1(e) above;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising against the Collateral in favor of the Collateral Agent for the ratable benefit of the Lenders as security for the Obligations and the Revolving Credit Agreement Debt;
(c) Liens incurred and pledges and deposits made in the ordinary course of business that in connection with workers’ compensation, unemployment insurance, old-age pensions and other social security benefits (not including any lien described in Section 412(m) of the Code);
(d) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, vendors’ and landlords’ liens and other similar liens, incurred in good faith in the ordinary course of business and securing obligations which are incurred in the ordinary course of business and are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings pursued in good faith and as to which the Borrower or any of its Subsidiaries, as the case may be, shall, to the extent required by GAAP, consistently applied, have set aside on its books adequate reserves;
(e) Liens securing the payment of taxes, assessments and governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA), that are not delinquent, are permitted by Section 6.2 hereof, or are being diligently contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; provided, however, that the aggregate amount of overdue taxes being diligently contested in good faith at any one time secured by such Liens shall not exceed $1,000,000;
(f) Zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(g) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business;
(h) Purchase money Liens securing the Indebtedness permitted by Section 7.1(c) above, provided, as a result of the creation of any such Lien, (i) no Default or Event of Default shall have occurred and is continuing, (ii) the principal amount of such Lien does not exceed 100% of the purchase price of the asset acquired with such permitted Indebtedness plus accrued interest on such Indebtedness plus protective advances made by the holder of such permitted Indebtedness, and (iii) such Lien shall not apply to any other Property other than the asset acquired with such purchase money Indebtedness;
(i) Liens in favor of the Borrower or any Guarantor (other than the Parent) securing any Indebtedness permitted pursuant to Sections 7.1(g) hereof;
(j) Liens on fixed assets securing Indebtedness permitted to be assumed, acquired or incurred in connection with acquisitions permitted under Section 7.4(e)(7), provided, (i) the applicable Lien existed on the applicable Property prior to the acquisition thereof by the Borrower or any Subsidiary or existed on any Property of any Person that becomes a Subsidiary of the Borrower after the date hereof prior to the time such Person becomes a Subsidiary, (ii) the applicable Lien shall not apply to any other Property of the Borrower or any Subsidiary, and (iii) the applicable Lien shall secure only those obligations which it secures on the date of the applicable acquisition or the date such Person becomes a Subsidiary, as the case may be;
(k) Liens consisting of bankers’ liens and rights of setoff, but only to the extent permitted under any applicable Tri-Party Agreements, and in each case, arising by operation of law, and Liens on documents presented in letter of credit drawings; and
(l) Liens on securities securing Indebtedness to the extent permitted in accordance with Section 7.1(n). Provided, however, notwithstanding anything contained above in this Section 7.2 to the contrary, if any of the permitted Liens are of the type that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits proceedings as to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
, the Indebtedness giving rise to such contested Lien(s) must be immediately paid upon commencement of any foreclosure process or proceeding with respect to such Lien(s) unless the same shall be effectively stayed or a surety bond with respect thereto (f) Liens which is satisfactory in existence on all respects to the Restatement Effective Date listed on Schedule 7.3(fAgent), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeposted.
Appears in 2 contracts
Samples: Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:for the following (collectively, “Permitted Liens”):
(a) Liens for taxes (i) that are not yet due due, (ii) that do not exceed $25,000,000 in the aggregate or (iii) that are being contested in good faith by appropriate proceedings, provided that that, in each case of clause (i), (ii) or (iii), adequate reserves with respect thereto are maintained on the books of the Borrower Borrowers or its Subsidiariestheir Subsidiaries after notice or discovery of any such Lien, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Borrowers or any of its their Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f6.3(f), securing Indebtedness permitted by Section 7.2(d6.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower Borrowers or any other Subsidiary of their Subsidiaries incurred pursuant to Section 7.2(e6.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower Borrowers or any other Subsidiary of their Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(i) judgment liens fully bonded or stayed pending appeal and not constituting an Event of Default under Section 7(h); provided, that such liens are released or discharged within 90 days after the entry thereof;
(j) Liens securing Assumed Indebtednessin favor of the United States government which arise in the ordinary course of business resulting from progress payments or partial payments under United States government contracts or subcontracts thereunder;
(k) Liens on Margin Stock, provided if and to the extent that the value of such Margin Stock exceeds 25% of the total assets of the Borrowers and their Subsidiaries subject to this Section 6.3;
(l) Liens (i) were not on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case incurred in contemplation connection with a Qualified Receivables Transaction;
(m) Liens consisting of (x) set-off rights or other similar rights in favor of banking institutions securing fees due by the Borrowers or their Subsidiaries in the ordinary course in connection with deposit and other bank accounts held at such banking institution, which fees are within the general parameters customary in the banking industry and (y) any set-off or similar rights granted to any of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired Lenders hereunder or pursuant to such acquisitionany of the Loan Documents; and
(kn) Liens not otherwise permitted by this Section 6.3 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower Borrowers and all Subsidiaries) $10,000,000 50,000,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Kennametal Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the scope of the property covered thereby is not increased;
(c) Liens for taxes not yet due or that are being contested in good faith and by appropriate proceedings, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bd) carriers', ,’ warehousemen's’s, mechanics', ,’ materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 thirty days or that are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(ce) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(df) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation, which are covered in subsection (h) below), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property that, in the aggregate, are not substantial in amount amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Person;
(fh) Liens in existence on securing judgments for the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code payment of the State money which do not constitute Events of New York) and that the amount of Indebtedness secured thereby is not increasedDefault hereunder;
(gi) Liens securing securing, or in respect of, Indebtedness in respect of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of capital leases, Synthetic Leases and purchase money obligations for fixed or capital assetsassets (including, provided that (i) but not limited to, any such Liens shall be created substantially simultaneously with Lien granted within 180 days of the acquisition of such fixed or capital assets, asset); provided that (iii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iiiii) the amount of Indebtedness secured thereby does not exceed the cost or fair market value, whichever is not increased;
(h) Liens created pursuant to lower, of the Security Documents;
(i) any interest or title property being acquired on the date of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedacquisition;
(j) Liens securing Assumed Indebtednesson property or assets of the Company or any Subsidiary granted in connection with Sale and Leaseback Transactions, provided that the aggregate Attributable Principal Amount in connection with such Liens (i) were Sale and Leaseback Transactions shall not incurred at any time be in contemplation excess of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and$100,000,000;
(k) Liens on property or assets of the Company or any Subsidiary granted in connection with Securitization Transactions;
(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(m) licenses of intellectual property rights in the ordinary course of business;
(n) Liens on the property and assets of any Person to the extent such Liens are existing at the time such Person becomes a member of the Consolidated Group, provided such Liens are not otherwise permitted by this Section so long as neither created in contemplation thereof and do not extend to any property or assets of any other member of the Consolidated Group;
(io) Liens on property or assets of the Company and any Subsidiary granted in connection with environmental remediation or similar obligations with respect to such property or assets not to exceed $50,000,000 in the aggregate;
(p) Liens in favor of the United States or any state thereof, or any agency, instrumentality or political subdivision of any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the provisions of any contract or statute, to the extent not constituting Indebtedness; and
(q) Liens other than those referred to in subparagraphs (a) through (p) above, provided, however, that the aggregate outstanding principal amount of the obligations secured thereby nor (ii) by such Liens plus the aggregate fair market value (determined as principal amount of unsecured Indebtedness of Subsidiaries of the date such Lien is incurredCompany outstanding pursuant to Section 8.08(e) does not exceed 20% of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeConsolidated Net Worth.
Appears in 2 contracts
Samples: Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Liens. Create, incur, assume Create or suffer to exist any Lien upon any of its propertyProperty (including without limitation, whether Equity Interests in any Credit Party’s Subsidiaries) now owned or hereafter acquired, except foror acquire any Property upon any conditional sale or other title retention device or arrangement or any purchase money security agreement; provided, however, that the Credit Parties and their Subsidiaries (or any of them) may create or suffer to exist:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained effect on the books of date hereof and which are described on Schedule 7.2 attached hereto, provided, that the Borrower or its SubsidiariesProperty covered thereby does not increase in scope and such Liens may not be renewed and extended, as unless the case may be, in conformity with GAAPsame relate to Refinancing Indebtedness permitted by Section 7.1(e) above;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising against the Collateral in favor of the Collateral Agent for the ratable benefit of the Lenders as security for the Obligations and the Revolving Credit Agreement Debt;
(c) Liens incurred and pledges and deposits made in the ordinary course of business that in connection with workers’ compensation, unemployment insurance, old-age pensions and other social security benefits (not including any lien described in Section 412(m) of the Code);
(d) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, vendors’ and landlords’ liens and other similar liens, incurred in good faith in the ordinary course of business and securing obligations which are incurred in the ordinary course of business and are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings pursued in good faith and as to which the Borrower or any of its Subsidiaries, as the case may be, shall, to the extent required by GAAP, consistently applied, have set aside on its books adequate reserves;
(e) Liens securing the payment of taxes, assessments and governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA), that are not delinquent, are permitted by Section 6.2 hereof, or are being diligently contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; provided, however, that the aggregate amount of overdue taxes being diligently contested in good faith at any one time secured by such Liens shall not exceed $1,000,000;
(f) Zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(g) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business;
(h) Purchase money Liens securing the Indebtedness permitted by Section 7.1(c) above, provided, as a result of the creation of any such Lien, (i) no Default or Event of Default shall have occurred and is continuing, (ii) the principal amount of such Lien does not exceed 100% of the purchase price of the asset acquired with such permitted Indebtedness plus accrued interest on such Indebtedness plus protective advances made by the holder of such permitted Indebtedness, and (iii) such Lien shall not apply to any other Property other than the asset acquired with such purchase money Indebtedness;
(i) Liens in favor of the Borrower or any Guarantor securing any Indebtedness permitted pursuant to Sections 7.1(g) hereof;
(j) Liens on fixed assets securing Indebtedness permitted to be assumed, acquired or incurred in connection with acquisitions permitted under Section 7.4(e)(7), provided, (i) the applicable Lien existed on the applicable Property prior to the acquisition thereof by the Borrower or any Subsidiary or existed on any Property of any Person that becomes a Subsidiary of the Borrower after the date hereof prior to the time such Person becomes a Subsidiary, (ii) the applicable Lien shall not apply to any other Property of the Borrower or any Subsidiary, and (iii) the applicable Lien shall secure only those obligations which it secures on the date of the applicable acquisition or the date such Person becomes a Subsidiary, as the case may be;
(k) Liens consisting of bankers’ liens and rights of setoff, but only to the extent permitted under any applicable Tri-Party Agreements, and in each case, arising by operation of law, and Liens on documents presented in letter of credit drawings; and
(l) Liens on securities securing Indebtedness to the extent permitted in accordance with Section 7.1(n).
(m) Liens on the assets of any Canadian Subsidiary of the Borrower in favor of JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian collateral agent, for the ratable benefit of the Canadian revolving credit lenders, as security for the Canadian obligations under the Revolving Credit Agreement. Provided, however, notwithstanding anything contained above in this Section 7.2 to the contrary, if any of the permitted Liens are of the type that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits proceedings as to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
, the Indebtedness giving rise to such contested Lien(s) must be immediately paid upon commencement of any foreclosure process or proceeding with respect to such Lien(s) unless the same shall be effectively stayed or a surety bond with respect thereto (f) Liens which is satisfactory in existence on all respects to the Restatement Effective Date listed on Schedule 7.3(fAgent), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeposted.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Animal Health International, Inc.), Term Loan Credit Agreement (Animal Health International, Inc.)
Liens. Create, incur, assume Create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except forexcept:
(a) Liens for taxes or other governmental charges not yet due at the time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may beproceedings and, in conformity with GAAPeach case, for which it maintains adequate reserves;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislationLiens described on Schedule 7.02 as of the Closing Date;
(d) deposits subject to secure the performance of bids, trade contracts (other than for borrowed moneylimitation set forth in Section 7.01(b), leases(i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), statutory obligations(ii) Liens existing on property at the time of the acquisition thereof by any Co-Borrower (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, surety provided that any such Lien attaches to such property within 20 days of the acquisition thereof and appeal bonds, performance bonds and other obligations of a like nature incurred in attaches solely to the ordinary course of businessproperty so acquired;
(e) easementsattachments, rights-of-wayappeal bonds, restrictions judgments and other similar encumbrances incurred Liens, for sums not exceeding $5,000,000 arising in connection with court proceedings, provided the ordinary course execution or other enforcement of business thatsuch Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in the aggregate, are title and other similar Liens not substantial in amount and that do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedCo-Borrower;
(g) Liens securing Indebtedness of arising under the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedLoan Documents;
(h) Liens created pursuant subject to the Security Documentslimitation set forth in Section 7.01(b), Liens (i) existing on assets acquired, or on the assets of Person acquired, in connection with an Acquisition permitted by Section 7.05 (and not created in contemplation of such Acquisition) (ii) on assets of Foreign Subsidiaries;
(i) the replacement, extension or renewal of any interest Lien permitted by clause (c) above upon or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course same property subject thereto arising out of its business and covering only the assets so leased;extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof); and
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timelimitations set forth in Section 7.01(b), Liens to secure Debt in respect of letters of credit.
Appears in 2 contracts
Samples: Credit Agreement (Ennis, Inc.), Credit Agreement (Ennis, Inc.)
Liens. CreateThe Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its propertyproperty or assets, whether now owned or hereafter acquiredacquired or agree to do any of the foregoing, except for:other than the following (collectively, “Permitted Liens”):
(ai) Liens for taxes not yet due in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or that are being contested in good faith by appropriate proceedings, replacements thereof; provided that adequate reserves with respect thereto are maintained any such extension, renewal 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 books date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPoutstanding principal amount thereof);
(bii) Liens imposed by law, such as Liens of carriers', warehousemen's, mechanics', materialmen'smaterialmen and landlords, repairmen's or other like Liens arising incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than 30 thirty (30) days or that are being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(ciii) pledges Liens (other than any Lien imposed by ERISA, the creation or deposits incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with workers' worker’s compensation, unemployment insurance and or other social security legislation;
(d) deposits forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, trade contracts (other than for borrowed money), leasestenders, statutory obligations, surety and appeal bonds, performance bonds leases, public or statutory obligations, government contracts and other similar obligations of a like nature incurred (other than obligations for borrowed money) entered into in the ordinary course of business;
(eiv) easementsLiens for taxes, rights-of-way, restrictions and assessments or other similar encumbrances incurred in the ordinary course of business that, in the aggregate, governmental charges or statutory obligations that are not substantial delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);
(vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct Indebtedness secured by such Lien shall not exceed 100% of the business cost to the 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 (z) any such Lien shall not encumber any other property of the Borrower or any of its SubsidiariesSubsidiaries except assets then being financed solely by the same financing source;
(fvii) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted with respect to any Realty occupied by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition use of such fixed property for its intended purposes or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" value thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(hviii) Liens created pursuant any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the Security Documents;
(i) ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor lessor, sublessor, licensor or sublicensor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedlicense permitted under this Agreement;
(jix) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred created in contemplation of the Permitted Acquisition consummated in conjunction connection with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionGuaranty Fund; and
(kx) other Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount securing obligations of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) its Subsidiaries not exceeding $10,000,000 20,000,000 in aggregate principal amount outstanding at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Intercontinentalexchange Inc), Credit Agreement (Intercontinentalexchange Inc)
Liens. CreateNot, incurand not permit any other Loan Party to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except forexcept:
(a) Liens for taxes or other governmental charges not yet due at the time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may beproceedings and, in conformity with GAAPeach case, for which it maintains adequate reserves;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislationLiens described on Schedule 11.2 as of the Closing Date;
(d) deposits subject to secure the performance of bids, trade contracts (other than for borrowed moneylimitation set forth in Section 11.1(b), leases(i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), statutory obligations(ii) Liens existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, surety provided that any such Lien attaches to such property within 20 days of the acquisition thereof and appeal bonds, performance bonds and other obligations of a like nature incurred in attaches solely to the ordinary course of businessproperty so acquired;
(e) easementsattachments, rights-of-wayappeal bonds, restrictions judgments and other similar encumbrances incurred Liens, for sums not exceeding $500,000 arising in connection with court proceedings, provided the ordinary course execution or other enforcement of business thatsuch Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in the aggregate, are title and other similar Liens not substantial in amount and that do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedLoan Party;
(g) Liens securing Indebtedness of arising under the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;Loan Documents; and
(h) Liens created pursuant to the Security Documents;
replacement, extension or renewal of any Lien permitted by clause (ic) any interest above upon or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation same property subject thereto arising out of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount extension, renewal or replacement of the obligations Debt secured thereby nor (ii) without increase in the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeamount thereof).
Appears in 2 contracts
Samples: Credit Agreement (Westell Technologies Inc), Credit Agreement (Westell Technologies Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), or the renewal, extension or refunding of such Indebtedness, provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant any Lien existing on any property or asset prior to the Security Documentsacquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(i) Liens on any Margin Stock held by the Borrower or any Subsidiary to the extent that such Margin Stock would otherwise comprise 25% or more of the property and assets subject to this Section 7.3;
(j) any judgment Lien not constituting an Event of Default under Section 8.1(h), so long as such Lien (to the extent that the aggregate amount secured by such Lien exceeds $10,000,000) is released no later than 60 days following the entry thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(kl) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Gartner Inc), Credit Agreement (Gartner Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues (including, without limitation, Equity Interests owned by the Borrower and any of its Subsidiaries), whether now owned or hereafter acquired, except forother than the following:
(a) pro rata Liens securing any of the Obligations owing to the Lenders (including CoBank’s statutory Lien in the CoBank Equities);
(b) Liens to secure taxes, assessments and other governmental charges in respect of obligations not overdue or Liens on properties to secure claims for taxes labor, material or supplies in respect of obligations not yet due overdue or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with GAAP have been established;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with GAAP have been established;
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, or which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPrelevant Subsidiary;
(bf) carriers'encumbrances consisting of easements, warehousemen'srights of way, mechanics'zoning restrictions, materialmen's, repairmen's or other like Liens arising restrictions on the use of real property and defects and irregularities in the ordinary course of business that are not overdue for title thereto, landlord’s or lessor’s Liens under leases to which the Borrower or relevant Subsidiary is a period of more than 30 days party or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensationunder applicable law, unemployment insurance and other social security legislation;
(d) deposits to secure the performance minor Liens or encumbrances none of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred which in the ordinary course opinion of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in Borrower interferes materially with the aggregate, are not substantial in amount and that do not in any case materially detract from the value use of the property subject thereto or materially interfere with affected in the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens such Subsidiary, which defects do not individually or in existence the aggregate have a materially adverse effect on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code business of the State Borrower or such Subsidiary individually or of New York) the Borrower and that the amount of Indebtedness secured thereby is not increasedits Subsidiaries taken as a whole;
(g) (i) outstanding Liens on the Closing Date securing Indebtedness of less than $25,000,000 and (ii) outstanding Liens on the Closing Date securing Indebtedness over $25,000,000 that are listed on Schedule 7.01, and, in each case, any extension, renewal or replacement thereof, in whole or in part, provided however, that the principal amount secured thereby shall not exceed the principal amount secured at the time of extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to only that property (or any portion of such property) which secured the obligation so extended, renewed or replaced (plus any improvements on such property or portion of such property);
(h) so long as no Event of Default exists at the time such Lien is created, Liens on any Specified Equity Interests, provided, however, that in each case such Liens (A) are incurred only in connection with any Monetization Transaction to secure obligations owed under such Monetization Transaction, (B) such Liens cover or otherwise attach to only the specific Specified Equity Interests which are the subject of such Monetization Transaction (and rights and interests usually and customarily related thereto, e.g., proceeds and dividends) and do not cover any other property or assets owned or acquired by the Borrower or any of its Subsidiaries, and (C) such Liens remain in existence only during the continuation of such Monetization Transaction;
(i) so long as no Default exists before and immediately after giving effect to any such Liens at the time the contractual obligation to grant such Liens is entered into by the Borrower or its Subsidiaries, Liens in favor of governmental entities on assets and properties financed thereby in respect of Indebtedness permitted to be incurred under Section 7.03(e);
(j) (i) so long as no Event of Default pursuant to Sections 8.01(a)(i), 8.01(a)(ii) (with respect to interest on any Loan only), 8.01(f) or 8.01(g) exists at the time such Lien is created, Liens on Securitization Assets arising out of the sale, assignment, pledge or transfer of Securitization Assets by U.S. Cellular or any of its Subsidiaries to any Securitization Entity pursuant to a Receivables Securitization and (ii) so long as no Event of Default exists at the time such Lien is created, Liens created by U.S. Cellular or any of its Subsidiaries pursuant to a pledge of the Equity Interests of any Securitization Entity in connection with a Receivables Securitization;
(k) Liens securing Indebtedness and other obligations pursuant to any of the Revolving Loan Facility, the U.S. Cellular Revolving Loan Facility or the U.S. Cellular Term Loan Facility; and
(l) any other Liens on the property and assets of the Borrower and any of its Subsidiaries; provided, however, with respect to any Liens that secure Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assetsSubsidiary, provided that (i) such in no event shall the sum of (A) the amount of outstanding Indebtedness of the Borrower or any Subsidiary, if any, secured by Liens shall be created substantially simultaneously with permitted by this subsection (l), plus (B) the acquisition amount of such fixed or capital assetsoutstanding Indebtedness of the Subsidiaries permitted by Section 7.03(d) but not secured by Liens permitted under this subsection (l), exceed in the aggregate at any time $300,000,000 and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering Lien may only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not be incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) no Event of Default exists at the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date time such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timecreated.
Appears in 2 contracts
Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/)
Liens. CreateNot, incurand not permit any Restricted Subsidiary to, assume create or suffer permit to exist any Lien upon any of its propertyPrincipal Property, whether now owned or hereafter acquired, except forexcept:
(a) Liens in favor of the Borrower or a Subsidiary;
(b) a Lien consisting of a purchase money mortgage not exceeding 100% of the fair market value of the asset acquired as a result of the purchase money mortgage by which such Lien was created or assumed, provided such Lien attaches only to such asset;
(c) Liens existing on acquired property;
(d) tax, materialmen's, mechanic's and judgment Liens, Liens arising by operating of law and other similar liens;
(e) Liens in favor of any state or local government or governmental agency in connection with tax-exempt financings;
(f) 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 marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries;
(g) Liens for current taxes not delinquent or for taxes not yet due or that are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(bh) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are and not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance the borrowing of money or the obtaining of advances or credit and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that which do not in any case the aggregate materially detract from the value of the its property subject thereto or materially interfere with impair the ordinary conduct of use thereof in the business of the Borrower or any operation of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documentsbusiness;
(i) any interest Liens arising out of pledges or title of a lessor deposits under any lease entered into by the Borrower worker's compensation laws, unemployment insurance, old age pensions, or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;social security or retirement benefits, or similar legislation; or
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as 5.05 upon any Principal Property in an aggregate principal amount at any one time outstanding not to exceed 10% of Tangible Assets. Anything in this Section 5.05 to the contrary notwithstanding, neither (i) the Borrower nor any Restricted Subsidiary shall create any Lien on its assets in favor of any Subsidiary which is not a Restricted Subsidiary if, after giving effect to any such Lien, the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date all such Lien is incurred) of the assets subject thereto exceeds (as to Liens for the Borrower and all Subsidiaries) $10,000,000 such Restricted Subsidiaries shall exceed at any one timetime an amount equal to 20% of Total Assets; and no Subsidiary which is not a Restricted Subsidiary shall create any Lien on its assets in favor of any person or entity (other than the Borrower or a Subsidiary) if, after giving effect to any such Lien, the aggregate of all such Liens for all Subsidiaries which are not Restricted Subsidiaries at such time shall exceed at any one time an amount equal to 20% of Total Assets.
Appears in 2 contracts
Samples: 364 Day Bridge Competitive Advance and Revolving Credit Facility Agreement (Lee Sara Corp), 364 Day Competitive Advance and Revolving Credit Facility Agreement (Lee Sara Corp)
Liens. Create, incur, assume Create or suffer to exist any Lien upon any of its propertyProperty (including without limitation, whether Equity Interests in any Credit Party’s Subsidiaries) now owned or hereafter acquired, except foror acquire any Property upon any conditional sale or other title retention device or arrangement or any purchase money security agreement; provided, however, that the Credit Parties and their Subsidiaries (or any of them) may create or suffer to exist:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained effect on the books of date hereof and which are described on Schedule 7.2 attached hereto, provided, that the Borrower or its SubsidiariesProperty covered thereby does not increase in scope and such Liens may not be renewed and extended, as unless the case may be, in conformity with GAAPsame relate to Refinancing Indebtedness permitted by Section 7.1(e) above;
(b) carriers'Liens against the Collateral in favor of the US Collateral Agent for the ratable benefit of the US Lenders as security for the US Obligations and the holders of the Term Loan Debt in accordance with and subject to the terms of the First Intercreditor Agreement, warehousemen's, mechanics', materialmen's, repairmen's or other like and Liens arising against the Canadian Collateral in favor of the Canadian Collateral Agent for the ratable benefit of the Canadian Lenders as security for the Canadian Obligations;
(c) Liens incurred and pledges and deposits made in the ordinary course of business that in connection with workers’ compensation, unemployment insurance, old-age pensions and other social security benefits (not including any lien described in Section 412(m) of the Code);
(d) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, vendors’ and landlords’ liens and other similar liens, incurred in good faith in the ordinary course of business and securing obligations which are incurred in the ordinary course of business and are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings pursued in good faith and as to which the applicable Borrower or any of its Subsidiaries, as the case may be, shall, to the extent required by GAAP, consistently applied, have set aside on its books adequate reserves;
(e) Liens securing the payment of taxes, assessments and governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA), that are not delinquent, are permitted by Section 6.2 hereof, or are being diligently contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; provided, however, that (1) a Reserve against the applicable Class of Availability will be established in an amount equal to the aggregate amount of any and all such federal, state or local taxes which are being diligently contested and (2) the aggregate amount of overdue taxes being diligently contested in good faith at any one time secured by such Liens shall not exceed $1,000,000;
(f) Zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(g) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business;
(h) Purchase money Liens securing the Indebtedness permitted by Section 7.1(c) above, provided, as a result of the creation of any such Lien, (i) no Default or Event of Default shall have occurred and is continuing, (ii) the principal amount of such Lien does not exceed 100% of the purchase price of the asset acquired with such permitted Indebtedness plus accrued interest on such Indebtedness plus protective advances made by the holder of such permitted Indebtedness, and (iii) such Lien shall not apply to any other Property other than the asset acquired with such purchase money Indebtedness;
(i) Liens in favor of the US Borrower or any Guarantor of the US Obligations securing any Indebtedness of the US Borrower or any Guarantor of the US Obligations permitted pursuant to Sections 7.1(g) hereof, or Liens in favor of the Canadian Borrower or any Guarantor of the Canadian Obligations securing any Indebtedness of the Canadian Borrower or any Guarantor of the Canadian Obligations permitted pursuant to Sections 7.1(g) hereof;
(j) Liens on fixed assets securing Indebtedness permitted to be assumed, acquired or incurred in connection with acquisitions permitted under Section 7.4(e)(9), provided, (i) the applicable Lien existed on the applicable Property prior to the acquisition thereof by the applicable Borrower or any Subsidiary or existed on any Property of any Person that becomes a Subsidiary of the applicable Borrower after the date hereof prior to the time such Person becomes a Subsidiary, (ii) the applicable Lien shall not apply to any other Property of the applicable Borrower or any Subsidiary, and (iii) the applicable Lien shall secure only those obligations which it secures on the date of the applicable acquisition or the date such Person becomes a Subsidiary, as the case may be;
(k) Liens consisting of bankers’ liens and rights of setoff, but only to the extent permitted under any applicable Tri-Party Agreements, and in each case, arising by operation of law, and Liens on documents presented in letter of credit drawings; and
(l) Liens on securities securing Indebtedness to the extent permitted in accordance with Section 7.1(n). Provided, however, notwithstanding anything contained above in this Section 7.2 to the contrary, if any of the permitted Liens are of the type that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits proceedings as to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
, the Indebtedness giving rise to such contested Lien(s) must be immediately paid upon commencement of any foreclosure process or proceeding with respect to such Lien(s) unless the same shall be effectively stayed or a surety bond with respect thereto (f) Liens which is satisfactory in existence on all respects to the Restatement Effective Date listed on Schedule 7.3(fAdministrative Agent), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeposted.
Appears in 2 contracts
Samples: Credit Agreement (Animal Health International, Inc.), Credit Agreement (Animal Health International, Inc.)
Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except forexcept:
(a) Liens for taxes or other governmental charges not yet due at the time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may beproceedings and, in conformity with GAAPeach case, for which it maintains adequate reserves;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are (such as: (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislationLiens described on Schedule 10.8;
(d) deposits subject to secure the performance of bids, trade contracts limitation set forth in subsection 10.7(b): (other than for borrowed moneyi) Liens arising in connection with Capital Leases (and attaching only to the property being leased), leases(ii) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property; provided, statutory obligations, surety any such Lien attaches to such property within sixty (60) days of the acquisition thereof and appeal bonds, performance bonds and other obligations of a like nature incurred in attaches solely to the ordinary course of businessproperty so acquired;
(e) easementsattachments, rights-of-wayappeal bonds, restrictions judgments and other similar encumbrances incurred Liens, for sums not exceeding $250,000 arising in connection with court proceedings, provided, execution or other enforcement of such Liens is effectively stayed and the ordinary course claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of business thatway, restrictions, minor defects or irregularities in the aggregate, are title and other similar Liens not substantial in amount and that do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedSubsidiary;
(g) Liens securing Indebtedness of arising under the Borrower Loan Documents and, after the Refinancing Trigger Date and solely to the extent and for so long as they are not on Account Receivables or any other Subsidiary incurred pursuant to Section 7.2(e) to finance Inventory, the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedReplacement Long-Term Debt;
(h) any other Liens created pursuant to the Security Documents;securing Debt which do not exceed an aggregate amount of $500,000; and
(i) the replacement, extension or renewal of any interest Lien permitted by clauses (c) or title of a lessor under any lease entered into by the Borrower (h) above upon or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation same property theretofore subject thereto arising out of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount extension, renewal or replacement of the obligations Debt secured thereby nor (ii) without increase in the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeamount thereof).
Appears in 2 contracts
Samples: Credit Agreement (Energy West Inc), Credit Agreement (Energy West Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower Holdings or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like similar statutory Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislationlegislation made in the ordinary course of business;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leasesleases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) zoning restrictions, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial material in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Holdings or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread extended to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower Holdings or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the improvement, construction or acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition (or construction) of such fixed or capital assets, but in any event within 90 days after such acquisition (or construction), (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedincreased and is in no event greater than 100% of the fair market value of such fixed or capital assets;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower Holdings or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens any Lien (including any Lien securing Assumed Indebtedness, provided that such Liens Indebtedness permitted pursuant to Section 7.2(j)) existing on any property or asset (i) were prior to the acquisition thereof by Holdings or any Subsidiary; provided, that (A) such Lien is not incurred created in contemplation of the Permitted Acquisition consummated or in conjunction connection with the assumption any such acquisition and (B) such Lien does not apply to any other property or assets of such Assumed Indebtedness and Holdings or any Subsidiary, or (ii) do not encumber belonging to any property other than the property acquired Person prior to such Person becoming a Subsidiary pursuant to an acquisition permitted by the terms of this Agreement; provided, that (A) such acquisition; andLien is not created in contemplation of or in connection with such acquisition and (B) such Lien does not apply to any other property or assets of Holdings or any other Subsidiary;
(k) any judgment Lien, unless the judgment it secures shall, individually or together with other judgments, at the time cause an Event of Default under paragraph (h) of Section 8.1;
(l) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower Holdings and all Subsidiaries) $10,000,000 20,000,000 at any one time; and
(m) renewals, replacements or extensions of Liens set forth above; provided, that the principal amount of Indebtedness covered by such Lien is not increased (except by the amount of interest accrued and unpaid on such Indebtedness and secured by such Lien at such time) and such Lien is not extended to other property.
Appears in 2 contracts
Samples: Credit Agreement (Interstate Bakeries Corp/De/), Credit Agreement (Interstate Bakeries Corp/De/)
Liens. CreateThe Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its propertyproperty or assets, whether now owned or hereafter acquiredacquired or agree to do any of the foregoing, except for:other than the following (collectively, “Permitted Liens”):
(ai) Liens for taxes not yet due in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or that are being contested in good faith by appropriate proceedings, replacements thereof; provided that adequate reserves with respect thereto are maintained any such extension, renewal 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 books date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPoutstanding principal amount thereof);
(bii) Liens imposed by law, such as Liens of carriers', warehousemen's, mechanics', materialmen'smaterialmen and landlords, repairmen's or other like Liens arising incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than 30 thirty (30) days or that are being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(ciii) pledges Liens (other than any Lien imposed by ERISA, the creation or deposits incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with workers' worker’s compensation, unemployment insurance and or other social security legislation;
(d) deposits forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, trade contracts (other than for borrowed money), leasestenders, statutory obligations, surety and appeal bonds, performance bonds leases, public or statutory obligations, government contracts and other similar obligations of a like nature incurred (other than obligations for borrowed money) entered into in the ordinary course of business;
(eiv) easementsLiens for taxes, rights-of-way, restrictions and assessments or other similar encumbrances incurred in the ordinary course of business that, in the aggregate, governmental charges or statutory obligations that are not substantial delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);
(vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct Indebtedness secured by such Lien shall not exceed 100% of the business cost to the 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 (z) any such Lien shall not encumber any other property of the Borrower or any of its SubsidiariesSubsidiaries except assets then being financed solely by the same financing source;
(fvii) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted with respect to any Realty occupied by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition use of such fixed property for its intended purposes or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" value thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(hviii) Liens created pursuant any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the Security Documents;
(i) ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor lessor, sublessor, licensor or sublicensor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedlicense permitted under this Agreement;
(jix) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred created in contemplation of the Permitted Acquisition consummated in conjunction connection with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionGuaranty Fund; and
(kx) other Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount securing obligations of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) its Subsidiaries not exceeding $10,000,000 1,000,000 in aggregate principal amount outstanding at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Intercontinentalexchange Inc), Credit Agreement (Intercontinentalexchange Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens (not affecting the Unencumbered Properties) in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedObligations;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(ki) Liens (not otherwise affecting the Unencumbered Properties) securing Indebtedness constituting Indebtedness permitted by this Section so long as neither 7.2(f), and Liens (inot affecting Unencumbered Properties) incurred in connection with the aggregate outstanding principal amount cash collateralization of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.Swap Agreement permitted by Section 7.12;
Appears in 2 contracts
Samples: Term Loan Agreement (MPT Operating Partnership, L.P.), Revolving Credit Agreement (Medical Properties Trust Inc)
Liens. CreateNot, incurand not permit any of its Subsidiaries to, assume create or suffer permit to exist any Lien upon with respect to any of its property, whether assets now owned or hereafter existing or acquired, except for:
the following: (aA) Liens for current taxes not yet due delinquent or that are for taxes being contested in good faith and by appropriate proceedings, provided that proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (B) easements, party wall agreements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect thereto are maintained on with the books ordinary course of the business of the Borrower and its Subsidiaries taken as a whole; (C) Liens in connection with the acquisition of fixed assets after the date hereof and attaching only to the property being acquired, (D) Liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance or its Subsidiariesother forms of governmental insurance or benefits and Liens pursuant to letters of credit or other security arrangements in connection with such insurance or benefits, as the case may be, in conformity with GAAP;
(bE) carriersmechanics', warehousemen's, mechanicsworkers', materialmen's, repairmen's or landlord liens and other like Liens arising in the ordinary course of business that in respect of obligations which are not overdue for a period of more than 30 days delinquent or that which are being contested in good faith and by appropriate proceedings;
proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (cF) pledges liens on Invested Assets pursuant to trust, letter of credit or deposits other security arrangements in connection with workers' compensation, unemployment Reinsurance Agreements or Primary Policies or other regulatory requirements (for insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed moneylicensing purposes), leases(G) Liens listed on Schedule 5.02(g) in effect on the date hereof; (H) attachments, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions judgments and other similar encumbrances incurred in Liens for sums not exceeding $20,000,000 (excluding (x) any portion thereof which is covered by insurance so long as the ordinary course insurer is reasonably likely to be able to pay and has accepted a tender of business that, in the aggregate, defense and indemnification without reservation of rights and (y) all such Liens on assets of Subsidiaries that are not substantial Material Subsidiaries); (I) attachments, judgments and other similar Liens for sums of $20,000,000 or more (excluding any portion thereof which is covered by insurance so long as the insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights) provided the execution or other enforcement of such Liens is effectively stayed and claims secured thereby are being actively contested in amount good faith and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
by appropriate proceedings and have been bonded off; and (fJ) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Loan Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues (including, without limitation, Equity Interests owned by the Borrower and any of its Subsidiaries), whether now owned or hereafter acquired, except forother than the following:
(a) pro rata Liens securing any of the Obligations owing to the Lenders (including CoBank’s statutory Lien in the CoBank Equities);
(b) Liens to secure taxes, assessments and other governmental charges in respect of obligations not overdue or Liens on properties to secure claims for taxes labor, material or supplies in respect of obligations not yet due overdue or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with GAAP have been established;
(c) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with GAAP have been established;
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, or which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPrelevant Subsidiary;
(bf) carriers'encumbrances consisting of easements, warehousemen'srights of way, mechanics'zoning restrictions, materialmen's, repairmen's or other like Liens arising restrictions on the use of real property and defects and irregularities in the ordinary course of business that are not overdue for title thereto, landlord’s or lessor’s Liens under leases to which the Borrower or relevant Subsidiary is a period of more than 30 days party or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensationunder applicable law, unemployment insurance and other social security legislation;
(d) deposits to secure the performance minor Liens or encumbrances none of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred which in the ordinary course opinion of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in Borrower interferes materially with the aggregate, are not substantial in amount and that do not in any case materially detract from the value use of the property subject thereto or materially interfere with affected in the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens such Subsidiary, which defects do not individually or in existence the aggregate have a materially adverse effect on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code business of the State Borrower or such Subsidiary individually or of New York) the Borrower and that the amount of Indebtedness secured thereby is not increasedits Subsidiaries taken as a whole;
(g) (i) outstanding Liens on the Effective Date securing Indebtedness of less than $25,000,000 and (ii) outstanding Liens on the Effective Date securing Indebtedness over $25,000,000 that are listed on Schedule 7.01, and, in each case, any extension, renewal or replacement thereof, in whole or in part, provided however, that the principal amount secured thereby shall not exceed the principal amount secured at the time of extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to only that property (or any portion of such property) which secured the obligation so extended, renewed or replaced (plus any improvements on such property or portion of such property);
(h) so long as no Event of Default exists at the time such Lien is created, Liens on any Specified Equity Interests, provided, however, that in each case such Liens (A) are incurred only in connection with any Monetization Transaction to secure obligations owed under such Monetization Transaction, (B) such Liens cover or otherwise attach to only the specific Specified Equity Interests which are the subject of such Monetization Transaction (and rights and interests usually and customarily related thereto, e.g., proceeds and dividends) and do not cover any other property or assets owned or acquired by the Borrower or any of its Subsidiaries, and (C) such Liens remain in existence only during the continuation of such Monetization Transaction;
(i) so long as no Default exists before and immediately after giving effect to any such Liens at the time the contractual obligation to grant such Liens is entered into by the Borrower or its Subsidiaries, Liens in favor of governmental entities on assets and properties financed thereby in respect of Indebtedness permitted to be incurred under Section 7.03(e);
(j) (i) so long as no Event of Default pursuant to Sections 8.01(a)(i), 8.01(a)(ii) (with respect to interest on any Loan only), 8.01(f) or 8.01(g) exists at the time such Lien is created, Liens on Securitization Assets arising out of the sale, assignment, pledge or transfer of Securitization Assets by the Borrower or any of its Subsidiaries to any Securitization Entity pursuant to a Receivables Securitization and (ii) so long as no Event of Default exists at the time such Lien is created, Liens created by the Borrower or any of its Subsidiaries pursuant to a pledge of the Equity Interests of any Securitization Entity in connection with a Receivables Securitization; and
(k) any other Liens on the property and assets of the Borrower and any of its Subsidiaries; provided, however, with respect to any Liens that secure Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assetsSubsidiary, provided that (i) such in no event shall the sum of (A) the amount of outstanding Indebtedness of the Borrower or any Subsidiary, if any, secured by Liens shall be created substantially simultaneously with permitted by this subsection (k), plus (B) the acquisition amount of such fixed outstanding Indebtedness of the Subsidiaries permitted by Section 7.03(d) but not secured by Liens permitted under this subsection (k), plus (C) the amount of any other Indebtedness (as defined in the Parent Credit Agreement) incurred by any of the Parent Affiliated Companies, if any, and secured by Liens permitted by Section 7.01(k) of the Parent Credit Agreement (or capital assetsany successor comparable provision), exceed in the aggregate at any time $300,000,000 and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering Lien may only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not be incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) no Event of Default exists at the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date time such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timecreated.
Appears in 2 contracts
Samples: Fourth Amendment Agreement and Release of Guaranty (United States Cellular Corp), Credit Agreement (United States Cellular Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes taxes, assessments, charges or other governmental levies not yet due overdue for a period of more than sixty (60) days or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPGAAP or such amounts are not otherwise required to be paid under Section 6.3;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 sixty (60) days or that are being contested in good faith by appropriate proceedings, so long as reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability insurance carriers under insurance or self insurance arrangements;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, contractual or warranty obligation, surety and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;
(f) Liens in existence on the Restatement Effective Closing Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary of its Restricted Subsidiaries incurred pursuant to Section 7.2(e) solely to finance the acquisition acquisition, development, construction, restoration, replacement, rebuilding, maintenance, upgrade or improvement of new equipment, fixed or capital assetsassets or real property or the repair or improvement thereof or the refinancing of real property, provided that (i) such Liens and the Indebtedness secured thereby shall be created substantially simultaneously with within two hundred and seventy (270) days after the acquisition acquisition, construction, repair or improvement of such new equipment, fixed assets or capital assets, real property or improvements thereto and (ii) such Liens do not at any time encumber any property other than the equipment, fixed assets or real property (or the real property improved by such improvements) financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedIndebtedness;
(h) Liens created pursuant to the Security Documents;
(i) contractual or statutory Liens of landlords and Liens of suppliers (including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business;
(j) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions whether arising by contract or operation of law, incurred in the ordinary course of business so long as such deposits are not intended to be collateral for any obligations;
(k) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition or Investment;
(l) Liens arising from precautionary UCC financing statements regarding operating leases not constituting Indebtedness or consignments;
(m) Liens securing Indebtedness permitted hereunder on property or assets acquired pursuant to a Permitted Acquisition or permitted Investment, or on property or assets of a Restricted Subsidiary of the Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition or permitted Investment, provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, 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);
(n) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(o) Liens encumbering customary initial deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts, in each case incurred in the ordinary course of business;
(p) Liens incurred in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets;
(q) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods;
(r) Liens arising out of judgments or awards not constituting an Event of Default under Section 8(h) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;
(s) any interest or title of a licensor, sublicensor, lessor or sublessor under any license or lease entered into by the Borrower or any other Subsidiary agreement in the ordinary course of business not interfering with the business of the Borrower or any of its business and covering only the assets so leasedRestricted Subsidiaries;
(jt) licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries;
(u) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation which arise under Article 2 and Article 4 of the Permitted Acquisition consummated UCC on items in conjunction with the assumption of such Assumed Indebtedness collection and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; anddocuments and proceeds related thereto;
(kv) Liens not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor does not exceed the greater of (x) $50,000,000 and (y) 5% of Total Assets at any one time outstanding;
(w) Liens on assets subject to a Sale Leaseback Transaction securing Capital Lease Obligations incurred pursuant to such Sale Leaseback Transaction;
(x) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.8(g) or (y) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.5, in each case, solely to the aggregate fair market value (determined extent such Investment or Disposition, as the case may be, would have been permitted on the date of the date creation of such Lien is incurredLien;
(y) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;
(z) Liens on the real estate and related assets financed pursuant to the Mortgage Facility securing Indebtedness under the Mortgage Facility permitted to be incurred pursuant to Section 7.2(u);
(aa) zoning, building codes and other land use laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property and are not violated by the current use or occupancy of such real property or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries thereon;
(bb) Liens securing repurchase obligations under Cash Equivalents;
(cc) Liens securing the Institutional Letters of Credit;
(dd) Liens on assets subject thereto exceeds of non-Guarantors to secure Indebtedness under Section 7.2(h) and/or (as w);
(ee) Liens on the equity interest of Unrestricted Subsidiaries;
(ff) Liens in favor of any Loan Party; provided that any such Liens on any assets of a Loan Party are subordinated to the Liens securing the Obligations;
(gg) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(hh) pledges or deposits of cash and Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or other similar obligations to providers of property, casualty or liability insurance in the ordinary course of business; and
(ii) Liens securing Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt;
(jj) In the case of Non-Wholly-Owned Subsidiaries, Liens securing put and call arrangements;
(kk) Liens securing Swap Agreements and Cash Management Obligations;
(ll) Liens securing Secured Incremental Notes and any Incremental Loans;
(mm) Liens securing any Permitted Refinancing; provided that such Liens are otherwise permitted under this Section 7.3 and secure Indebtedness otherwise permitted by Section 7.2;
(nn) Liens on Collateral securing (i) obligations of any of the Loan Parties in respect of Indebtedness and related obligations permitted by Section 7.2(cc), Section 7.2(dd) and/or Section 7.2(ii) and (ii) any Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt relating thereto;
(oo) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and all its Subsidiaries;
(pp) $10,000,000 at utility and similar deposits in the ordinary course of business;
(qq) purchase options, call and similar rights of, and restrictions for the benefit of, a third party with respect to Capital Stock held by the Borrower or any one timeRestricted Subsidiary in Joint Ventures;
(rr) Liens disclosed as exceptions to coverage in the final title policies and endorsements issued to the Administrative Agent with respect to any real properties subject to a Mortgage;
(ss) Liens on assets of any Restricted Subsidiary that is not a Loan Party to the extent such Liens secure Indebtedness of such Restricted Subsidiary permitted by Section 7.2; and
(tt) Liens securing Additional Debt incurred pursuant to Section 7.2(jj); provided that if the Liens are secured by Collateral, then such Liens shall be second or junior liens and the representative for such Permitted Refinancings and Additional Debt shall enter into a customary intercreditor agreement with the Administrative Agent substantially consistent with the terms set forth in the First Lien Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except foror sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names any Loan Party or any of its Subsidiaries as debtor (or authorize the filing of any such financing statement), or assign any accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes not yet due or that Liens for taxes which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bc) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(de) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(ef) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedapplicable Person;
(g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(h) Liens securing Indebtedness of the Borrower permitted under Section 7.02(c) or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, (d); provided that (i) such Liens shall be created substantially simultaneously with do not at any time encumber any Collateral or any Investment Property included in the acquisition of such fixed Borrowing Pool (or capital assetsany income therefrom), (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereofany assets, as each such term is defined in the Uniform Commercial Code of the State of New York) rights or interests related thereto and (iii) the amount of Indebtedness secured thereby does not exceed the cost or fair market value (as determined by the holder of the Indebtedness secured by such Lien on the date of the incurrence thereof), whichever is not increased;
(h) Liens created pursuant to lower, of the Security Documentsproperty being acquired on the date of acquisition;
(i) Liens on any interest Defeasance Property (or title on the Equity Interests of a lessor under any lease entered into by the Borrower Affiliated Investor that owns such Defeasance Property, or any such Affiliated Investor’s direct or indirect parent (other Subsidiary in than the ordinary course of its business and covering only REIT, the assets so leased;
(jOperating Partnership or the Borrower) Liens securing Assumed Indebtedness, provided that such Liens direct or indirect parent does not (A) own an Investment Property included in the Borrowing Pool or (B) directly or indirectly own any Equity Interests of another Affiliated Investor that owns an Investment Property included in the Borrowing Pool) on the Closing Date securing Indebtedness permitted under Section 7.02(d); provided that (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) Liens do not encumber any property other than such Defeasance Property and such Equity Interests and any assets, rights or interests related thereto and (ii) on or prior to the property acquired pursuant third Business Day following the Closing Date, either (x) all such Liens on such Defeasance Property and Equity Interests are terminated and all Indebtedness secured thereby is defeased in full or (y) such Defeasance Property is removed from the Borrowing Pool and all payments required to such acquisitionmade to the Administrative Agent under Section 2.18(f) in connection therewith have been made; and
(kj) Liens not otherwise on any property owned solely by an Excluded Subsidiary; provided, that such Liens are permitted to exist on such property under the terms and provisions of the documentation evidencing or governing all Non-Recourse Indebtedness of such Excluded Subsidiary; provided, that notwithstanding the foregoing clauses of this Section 7.01, in no event shall any Liens (other than Liens permitted by this Section so long as neither clauses (a), (b), (c), (f) and (i) the aggregate outstanding principal amount above) encumber any of the obligations secured thereby nor (ii) the aggregate fair market value (determined as Collateral or any of the date such Lien is incurred) of Investment Properties included in the assets subject thereto exceeds Borrowing Pool (as to the Borrower and all Subsidiaries) $10,000,000 at or any one timeincome therefrom).
Appears in 2 contracts
Samples: Credit Agreement (Corporate Property Associates 16 Global Inc), Credit Agreement (Corporate Property Associates 16 Global Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon ----- any of its property, whether now owned or hereafter acquired, except for:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with -------- respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such -------- Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created -------- substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;; and
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Coaxial LLC), Revolving Credit Agreement (Insight Communications Co Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:
(a) Liens for taxes taxes, assessments or other governmental charges or levies not yet due or that are being contested in good faith by appropriate proceedings; provided, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(bi) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings and (ii) inchoate statutory landlords’ Liens for amounts which are not yet due;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure custom duties, the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct use of the business of the Borrower or any of its Subsidiariessuch property;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f8.3(f), attaching only to the property subject to such Liens on the Closing Date and proceeds thereof and securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after only the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness liabilities secured thereby is not increasedon the Closing Date;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(eSections 8.2(d) and 8.2(h) to finance the acquisition of fixed or capital assets; provided, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including and the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) proceeds thereof and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtednessjudgments for the payment of money not constituting an Event of Default;
(k) a depositary bank’s right of setoff against its deposit accounts;
(l) Liens on assets acquired in a Permitted Acquisition and the proceeds thereof, provided that if such Liens secure only Indebtedness permitted by Section 8.2(g)(ii);
(im) were not incurred licenses of Intellectual Property in contemplation of the Permitted Acquisition consummated in conjunction with ordinary course to the assumption of extent such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionlicenses constitute Liens; and
(kn) other Liens securing liabilities (other than Indebtedness) not otherwise permitted by this Section so long as neither (i) exceeding $5,000,000 in the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timetime outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Innophos, Inc.), Credit Agreement (Innophos Investment Holdings, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided provided, that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided provided, that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the principal amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the any Security DocumentsDocument;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to receivables securitizations and related assignments and sales of any income or revenues (including Receivables), including Liens on the assets of any Receivables Subsidiary created pursuant to any receivables securitization and Liens incurred by the Borrower and its other Subsidiaries on Receivables to secure obligations owing by them in respect of any such acquisitionreceivables securitization to the extent reasonably approved by the Administrative Agent;
(k) Liens securing Indebtedness permitted by Section 7.2(i); and
(kl) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided provided, that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided provided, that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided provided, that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, provided, that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to any other property or assets of the Borrower or any subsidiary and (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, plus accrued interest and premiums in respect thereof;
(i) Liens created pursuant to the Security Documents;
(ij) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(jk) Liens that are statutory, common law, or contractual rights of set-off relating to deposit accounts in favor of banks and other depositary institutions in the ordinary course of business;
(l) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 8(h) and in respect of which the Borrower or the Subsidiary subject thereto shall be prosecuting an appeal or proceedings for review in good faith and shall be maintaining appropriate reserves with respect thereto;
(m) licenses and sublicenses of Intellectual Property in the ordinary course of business and in a manner that does not materially interfere with the business of the Borrower and its Subsidiaries;
(n) Liens (subject and fully subordinate to the Liens granted to the Collateral Agent on behalf of the Secured Parties under the Security Documents) on the Collateral in favor of the Subordinated Lenders securing Assumed Indebtednessthe Subordinated Revolving Obligations, provided provided, that (1) such Liens shall be subject in all respects to terms set forth in the Subordination Agreement and (2) the instruments and agreements pursuant to which such Liens are created are reasonably satisfactory in form and substance to the Agents;
(o) Liens on the Collateral securing the Indebtedness permitted pursuant to Section 7.2(k), provided, that such Liens shall be (i1) were not incurred subject and fully subordinate to the Liens granted to the Collateral Agent and (2) subject in contemplation all respects to a subordination agreement substantially in the form of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionSubordination Agreement; and
(kp) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 2,500,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Virgin Mobile USA, Inc.), Credit Agreement (Virgin Mobile USA, Inc.)
Liens. Create, incur, assume or suffer to exist any Negative Pledge (other than the Loan Documents) or Lien upon in, of or on the Project of any member of its propertythe Consolidated Group, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes taxes, assessments or governmental charges or levies on its Property if the same shall not yet at the time be delinquent or thereafter can be paid without material penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on its books;
(b) Liens imposed by Law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or that which are being contested in good faith by appropriate proceedings, provided that proceedings and for which adequate reserves with respect thereto are maintained shall have been set aside on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingstheir books;
(c) Liens arising out of pledges or deposits in connection with under workers' compensation’ compensation laws, unemployment insurance and insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
(d) deposits to secure the performance of bidseasements, trade contracts (restrictions and such other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations encumbrances or charges against real property as are of a like nature incurred generally existing with respect to properties of a similar character (including, without limitation, Liens with respect to rights of tenants under lease and rental agreements entered into in the ordinary course of business) and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of Borrower or any other member of the Consolidated Group;
(e) easementsLiens evidenced by any mortgage, rights-of-waydeed of trust, restrictions and other similar encumbrances incurred in the ordinary course pledge, hypothecation, assignment for security or security interest, encumbrance on a Project of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value member of the property subject thereto or materially interfere with the ordinary conduct Consolidated Group which may be granted in favor of another member of the business of the Borrower or any of its SubsidiariesConsolidated Group;
(f) any other Liens that, individually or in existence the aggregate, would not reasonably be expected to impair the ability to place mortgage financing on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted Project encumbered by Section 7.2(d), provided that no such Lien is spread Liens or otherwise constitute a Material Adverse Effect or subject such Project to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code a material impending risk of the State loss of New York) and that the amount forfeiture or a material loss of Indebtedness secured thereby is not increased;value; and
(g) Liens securing (other than Liens described in subsections (a) through (f) above) arising in connection with any Indebtedness permitted hereunder to the extent such Liens will not result in a Default in any of the Borrower Borrower’s covenants herein, which Liens may be of any priority and any type, including, without limitation, senior or any other Subsidiary incurred junior mortgages or deeds of trust or pledges of equity interests. Liens permitted pursuant to this Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens 6.14 shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant deemed to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the be “Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeLiens.”
Appears in 2 contracts
Samples: Unsecured Term Credit Agreement (BioMed Realty L P), Unsecured Credit Agreement (BioMed Realty L P)
Liens. Create, incur, assume Create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except forexcept:
(a) Liens for taxes or other governmental charges not yet due at the time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may beproceedings and, in conformity with GAAPeach case, for which it maintains adequate reserves;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislationLiens described on Schedule 8.02 existing as of the Closing Date;
(d) deposits subject to the dollar limitation set forth in Section 8.01(b) and Section 8.01(i), (i) Liens (including Liens having priority over the Liens pursuant to the Loan Documents) arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens (including Liens having priority over the Liens pursuant to the Loan Documents) of the type described in subclauses (i) and (iii) of this Section 8.02(d) existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) pursuant to any Permitted Acquisition and (iii) Liens (including Liens having priority over the Liens pursuant to the Loan Documents) that constitute purchase money security interests on any capital asset securing debt incurred for the purpose of financing all or any part of the cost of acquiring such capital asset, provided that any such Lien attaches solely to the capital asset so acquired and secures no more than the purchase price (or portion) thereof financed thereby;
(e) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business;
(f) Liens in favor of the Administrative Agent under the Loan Documents;
(g) Liens on deposit accounts granted or arising in the ordinary course of business in favor of depositary banks maintaining such deposit accounts solely to secure customary account fees and charges payable in respect of such deposit accounts and overdrafts;
(h) Liens in favor of custom brokers for taxes, assessments and governmental charges the performance payment of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations which is not required under Section 7.06 payable in connection with the importation of a like nature incurred inventory in the ordinary course of business;
(ei) easements, rights-of-way, restrictions and leases or subleases granted to other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are Persons (as lessee thereof) not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere interfering with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedbusiness;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; andprecautionary UCC financing statement filings regarding operating leases;
(k) Liens arising out of the existence of judgment or awards not giving rise to an Event of Default; provided that the applicable Loan Parties or Subsidiaries shall promptly seek the stay of, or otherwise satisfy any such Lien not being contested in good faith;
(l) inchoate statutory and common law landlords’ liens under leases;
(m) the replacement, extension or renewal of any Lien permitted by this Section so long as neither (i8.02(c) or Section 8.02(d) above upon or in the aggregate outstanding principal amount same property subject thereto arising out of the obligations extension, renewal or replacement of the Indebtedness secured thereby nor (iiwithout increase in the amount or priority thereof or the security or collateral therefor or decrease in the weighted average life to maturity thereof);
(n) the Liens on assets of Foreign Subsidiaries securing Indebtedness of such Foreign Subsidiaries; and
(o) any other Liens securing obligations in an aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) amount not exceeding $10,000,000 500,000 at any one time.
Appears in 2 contracts
Samples: Credit Agreement (Kid Brands, Inc), Credit Agreement (Kid Brands, Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bd) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 thirty (30) days after receipt of notice thereof or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(ce) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(df) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 of its Subsidiariesapplicable Person;
(fh) Liens in existence on securing judgments for the Restatement Effective Date listed on Schedule 7.3(fpayment of money not constituting an Event of Default under Section 8.01(h), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(gi) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(e) to finance the acquisition of fixed or capital assets, 7.03(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iiiii) the amount of Indebtedness secured thereby does not exceed the cost or fair market value, whichever is not increased;
(h) Liens created pursuant to lower, of the Security Documents;
(i) any interest or title property being acquired on the date of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedacquisition;
(j) Liens securing Assumed Indebtedness, Indebtedness permitted under Section 7.03(h)(i)(A); provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not at any time encumber any property (including assets or Equity Interests) other than the property acquired pursuant to such acquisition; andas part of a Permitted Acquisition;
(k) Liens not otherwise permitted arising from or related to precautionary UCC or like personal property financing statements filed in connection with any lease of inventory; and
(l) bankers’ Liens, rights of setoff and other similar Liens existing on property on deposit in one or more accounts maintained by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeLoan Party.
Appears in 2 contracts
Samples: Credit Agreement (McGrath Rentcorp), Credit Agreement (McGrath Rentcorp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the scope of the property covered thereby is not increased;
(c) Liens for taxes not yet due or that are being contested in good faith and by appropriate proceedings, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bd) carriers', ,’ warehousemen's’s, mechanics', ,’ materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 thirty days or that are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(ce) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(df) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation, which are covered in subsection (h) below), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property that, in the aggregate, are not substantial in amount amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Person;
(fh) Liens in existence on securing judgments for the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code payment of the State money which do not constitute Events of New York) and that the amount of Indebtedness secured thereby is not increasedDefault hereunder;
(gi) Liens securing securing, or in respect of, Indebtedness in respect of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of capital leases, Synthetic Leases and purchase money obligations for fixed or capital assetsassets (including, provided that (i) but not limited to, any such Liens shall be created substantially simultaneously with Lien granted within 180 days of the acquisition of such fixed or capital assets, asset); provided that (iii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iiiii) the amount of Indebtedness secured thereby does not exceed the cost or fair market value, whichever is not increased;
(h) Liens created pursuant to lower, of the Security Documents;
(i) any interest or title property being acquired on the date of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedacquisition;
(j) Liens securing Assumed Indebtednesson property or assets of the Company or any Subsidiary granted in connection with Sale and Leaseback Transactions, provided that the aggregate Attributable Principal Amount in connection with such Liens (i) were Sale and Leaseback Transactions shall not incurred at any time be in contemplation excess of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and$100,000,000;
(k) Liens on property or assets of the Company or any Subsidiary granted in connection with Securitization Transactions;
(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(m) licenses of intellectual property rights in the ordinary course of business;
(n) Liens on the property and assets of any Person to the extent such Liens are existing at the time such Person becomes a member of the Consolidated Group, provided such Liens are not otherwise permitted by this Section so long as neither created in contemplation thereof and do not extend to any property or assets of any other member of the Consolidated Group;
(io) Liens on property or assets of the Company and any Subsidiary granted in connection with environmental remediation or similar obligations with respect to such property or assets not to exceed $50,000,000 in the aggregate;
(p) Liens in favor of the United States or any state thereof, or any agency, instrumentality or political subdivision of any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the provisions of any contract or statute, to the extent not constituting Indebtedness; and
(q) Liens other than those referred to in subparagraphs (a) through (p) above, provided, however, that the aggregate outstanding principal amount of the obligations secured thereby nor (ii) by such Liens plus the aggregate fair market value (determined as principal amount of unsecured Indebtedness of Subsidiaries of the date such Lien is incurredCompany outstanding pursuant to Section 8.07(e) does not exceed 20% of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeConsolidated Net Worth.
Appears in 2 contracts
Samples: Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 thirty (30) days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ; provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased; and provided, further that the Liens securing the TD Letters of Credit shall be terminated on or before June 29, 2012;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) judgment Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionconstitute a Default or Event of Default under Section 8.1(h) of this Agreement; and
(k) Liens not otherwise permitted by this Section 7.3 securing obligations permitted hereunder so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all its Subsidiaries) $10,000,000 500,000 at any one time.
Appears in 1 contract
Samples: Credit Agreement (Enernoc Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business (including any sale leaseback transactions permitted under Section 7.11) and covering only the assets so leased;
(j) subject to the Royal Gold Intercreditor Agreement, Liens securing Assumed Indebtednessthe obligations of the Borrower and Terrane Metals Corp. under the Royal Gold Purchase Agreement;
(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits, provided pooled deposits, sweep accounts or other funds maintained with a financial institution (including the right of set-off) and which are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions;
(l) Licenses of Intellectual Property granted to others by any Group Member in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of such Group Member;
(m) Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary in connection with a Permitted Acquisition, or existing on any property or asset of any Person that becomes a Subsidiary or is merged, amalgamated or consolidated with the Borrower or any Subsidiary after the date hereof prior to the time such person becomes a Subsidiary or is so merged, amalgamated or consolidated, securing Indebtedness permitted under section 7.2(h); provided, that such Liens (i) were are not incurred created in contemplation of or in connection with such acquisition, merger or consolidation or such Person becoming a Subsidiary as the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and case may be, (ii) do not encumber apply to any other property other than or asset of the property acquired Borrower or Subsidiary and (iii) shall secure only those obligations that such Liens secure on the date of such acquisition, merger or consolidation or the date such Person becomes a Subsidiary, as the case may be;
(n) Liens arising out of judgments for the payment of money not constituting an Event of Default so long as such Liens are non-consensual and junior to the extent they apply to Collateral;
(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Loan Party in the ordinary course of business permitted by this Agreement;
(p) Liens arising from precautionary Uniform Commercial Code financing statement filings or similar filings in connection with operating leases or consignment of goods;
(q) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing Indebtedness permitted pursuant to Section 7.2(i);
(r) Liens on cash and Cash Equivalents to secure reclamation bonds for the Xxxxxxxx Creek Mine in the form of letters of credit not issued under this Agreement, cash bonding or surety bonds in an aggregate amount not to exceed $50,000,000; provided, that at the time of the issuance of any such acquisitionletter of credit, no Issuing Lender is able to issue Letters of Credit that meet the requirements of the applicable Governmental Authority; and
(ks) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 25,000,000 at any one time; provided that no Liens incurred pursuant this clause (s) on existing Collateral may have priority over the Liens created pursuant to the Security Documents.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues (including, without limitation, Equity Interests owned by the Borrower and any of its Subsidiaries), whether now owned or hereafter acquired, except forother than the following:
(a) pro rata Liens securing any of the Obligations owing to the Lenders (including CoBank’s statutory Lien in the CoBank Equities);
(b) Liens to secure taxes, assessments and other governmental charges in respect of obligations not overdue or Liens on properties to secure claims for taxes labor, material or supplies in respect of obligations not yet due overdue or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with GAAP have been established;
(c) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations;
(d) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with GAAP have been established;
(e) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, or which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPrelevant Subsidiary;
(bf) carriers'encumbrances consisting of easements, warehousemen'srights of way, mechanics'zoning restrictions, materialmen'srestrictions on the use of real property and defects and irregularities in the title thereto, repairmenlandlord's or lessor's Liens under leases to which the Borrower or relevant Subsidiary is a party or under applicable law, and other like minor Liens arising or encumbrances none of which in the ordinary course opinion of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection the Borrower interferes materially with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value use of the property subject thereto or materially interfere with affected in the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens such Subsidiary, which defects do not individually or in existence the aggregate have a materially adverse effect on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code business of the State Borrower or such Subsidiary individually or of New York) the Borrower and that the amount of Indebtedness secured thereby is not increasedits Subsidiaries taken as a whole;
(g) (i) outstanding Liens on the Closing Date securing Indebtedness of less than $25,000,000 and (ii) outstanding Liens on the Closing Date securing Indebtedness over $25,000,000 that are listed on Schedule 7.01, and, in each case, any extension, renewal or replacement thereof, in whole or in part, provided however, that the principal amount secured thereby shall not exceed the principal amount secured at the time of extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to only that property (or any portion of such property) which secured the obligation so extended, renewed or replaced (plus any improvements on such property or portion of such property);
(h) so long as no Event of Default exists at the time such Lien is created, Liens on any Specified Equity Interests, provided, however, that in each case such Liens (A) are incurred only in connection with any Monetization Transaction to secure obligations owed under such Monetization Transaction, (B) such Liens cover or otherwise attach to only the specific Specified Equity Interests which are the subject of such Monetization Transaction (and rights and interests usually and customarily related thereto, e.g., proceeds and dividends) and do not cover any other property or assets owned or acquired by the Borrower or any of its Subsidiaries, and (C) such Liens remain in existence only during the continuation of such Monetization Transaction;
(i) so long as no Default exists before and immediately after giving effect to any such Liens at the time the contractual obligation to grant such Liens is entered into by the Borrower or its Subsidiaries, Liens in favor of governmental entities on assets and properties financed thereby in respect of Indebtedness permitted to be incurred under Section 7.03(h); and
(j) any other Liens on the property and assets of the Borrower and any of its Subsidiaries; provided, however, with respect to any Liens that secure Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assetsSubsidiary, provided that (i) such in no event shall the sum of (A) the amount of outstanding Indebtedness of the Borrower or any Subsidiary, if any, secured by Liens shall be created substantially simultaneously with permitted by this subsection (j), plus (B) the acquisition amount of such fixed or capital assetsoutstanding Indebtedness of the Subsidiaries permitted by Section 7.03(e) but not secured by Liens permitted under this subsection (j), plus (C) the amount of any other Indebtedness (as defined in the Parent Credit Agreement) incurred by any of the Parent Affiliated Companies, if any, and secured by Liens permitted by Section 7.01(j) of the Parent Credit Agreement, exceed in the aggregate at any time $300,000,000 and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering Lien may only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not be incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) no Event of Default exists at the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date time such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timecreated.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:
except: (a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Group Member in conformity with GAAP;
GAAP (to the extent required thereby); (b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 thirty (30) days or that are being contested in good faith by appropriate proceedings;
; (c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
; (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, bankers’ guarantees or acceptances (other than to support an obligation constituting Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
business (other than for indebtedness or any Liens arising under ERISA); ny-2616960 101 (e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
applicable Group Member; (f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ) and any Liens granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to shall cover any additional property after the Restatement Effective Closing Date (other than "products" improvements thereon and "proceeds" thereofaccessions thereto, as each such term is defined in the Uniform Commercial Code of the State of New York(ii) and that the amount of Indebtedness or obligations secured or benefitted thereby is not increased (unless consisting of Permitted Refinancing Indebtedness), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is not increased;
permitted by Section 7.2(e); (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e7.2(f) to finance the acquisition acquisition, repair, construction, improvement or lease of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with with, or within ninety (90) days after, the acquisition acquisition, repair, construction, improvement or lease, as applicable, of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code 100%) of the State original price for the purchase, repair, construction, improvement or lease amount (as applicable) of New York) such Property at the time of purchase, repair, construction, improvement or lease (as applicable), and (iiiiv) the amount of Indebtedness secured thereby is not increased;
, except by an amount permitted by Section 7.2(f); (h) Liens created pursuant to the Security Loan Documents;
; (i) any interest or title of a lessor or licensor under any lease or license entered into by the Borrower or any other Subsidiary a Group Member in the ordinary course of its business and covering only the assets so leased;
leased or licensed; (j) judgment Liens that do not constitute an Event of Default under Section 8.1(h) of this Agreement; (k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing Assumed Indebtednessamounts owing to such banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection; (l) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that such Liens (i) such Liens were not incurred created in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and acquisition, merger, consolidation or Investment, (ii) such Liens do not encumber extend to any property assets other than those of such Person, and (iii) the property acquired pursuant to applicable Indebtedness or obligation secured by such acquisitionLien is permitted under Section 7.2; and
(km) Liens not otherwise the replacement, extension or renewal of any Lien permitted by this Section so long as neither 7.3(l) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal
(i) non-exclusive licenses of patents, trademarks, copyrights, and other Intellectual Property rights in the aggregate outstanding principal amount ordinary course of the obligations secured thereby nor business; (ii) licenses of patents, trademarks, copyrights, and other Intellectual Property rights customary for companies of similar size and in the aggregate fair market value (determined same industry as the Borrower which would not result in a legal transfer of title of such licensed Intellectual Property, but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the date such Lien is incurredUnited States; and (iii) licenses of patents, trademarks, copyrights and other Intellectual Property rights between any Loan Parties; (p) Liens in favor of custom and revenue authorities arising as a matter of law to secure the assets subject thereto exceeds payment of custom duties in connection with the importation of goods; (as q) Liens on any xxxxxxx money deposits required in connection with a Permitted Acquisition or consisting of xxxxxxx money or other deposits required in connection with an acquisition of property or Investment not otherwise prohibited hereunder (including Investments permitted under Section 7.7); (r) in connection with any Permitted Secured Financing, Liens on the related Financing Assets; (s) in connection with any Permitted Risk Retention Facility, Liens on the applicable Financing Assets; (t) Liens on the Capital Stock of an SPV Subsidiary to the Borrower extent pledged to secure a Permitted Secured Financing; (u) Liens securing Indebtedness permitted by Section 7.2(b)(ii) to the extent solely attaching to such assets securing such permitted Indebtedness; (v) Liens securing any Permitted Refinancing Indebtedness (to the extent the Indebtedness being refinanced by such Permitted Refinancing Indebtedness was permitted to be secured pursuant to Loan Documents); and all Subsidiaries(w) other Liens securing obligations in an outstanding amount not to exceed $10,000,000 25,000,00062,500,000 at any one time; provided that any Lien securing amounts in excess of the first $10,000,00022,500,000 outstanding pursuant to this clause (w) must be cash collateralized.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f6.3(f), securing Indebtedness permitted by Section 7.2(d6.2(e), provided that no such Lien is spread and Liens incurred to cover secure any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.under
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes not yet due delinquent or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bd) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 thirty (30) days or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(ce) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(df) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedapplicable Person;
(h) Liens created pursuant to securing judgments for the Security Documents;payment of money not constituting an Event of Default under Section 8.01(h); and
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired permitted pursuant to such acquisition; and
(kSection 7.03(f) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding in a principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as not to the Borrower and all Subsidiaries) exceed $10,000,000 at any one time2,000,000.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its propertyProperty, whether now owned or hereafter acquired, except for:the following (“Permitted Liens”):
(ai) Liens created pursuant to the Six Flags First Lien Credit Documents;
(ii) Liens in existence on the date hereof and listed on Schedule 12(d)(ii) and any extension, modification, renewal or replacement thereof; provided that such extension, modification, renewal or replacement does not increase the outstanding principal amount of the Indebtedness secured thereby except by the amount of the Refinancing Expenses associated therewith or, to cover Indebtedness not otherwise prohibited under Section 12(c) and, provided further that any such Lien does not extend to any additional Property other than after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted under Section 12(c);
(iii) Liens imposed by any Governmental Authority for taxes taxes, assessments and other charges or levies that are (A) not yet due or that are due, (B) being contested in good faith and by appropriate proceedings, provided that proceedings if adequate reserves with respect thereto are maintained on the books of Parent or the Borrower or its affected Subsidiaries, as the case may be, to the extent required by GAAP or, in conformity with GAAPthe case of any Foreign Subsidiary, generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary or (C) not otherwise required to be paid under Section 11(c)(ii);
(biv) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, suppliers’, landlords’, brokers’ or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days (or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien) or that are being contested in good faith and by appropriate proceedings, and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Sections 8(f) or (g) of the Credit Agreement;
(cv) pledges Liens not securing Indebtedness or hedging obligations incurred or deposits made in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other types of social security legislationlegislation and other similar obligations incurred in the ordinary course of business;
(dvi) deposits to secure Liens securing obligations in respect of the performance of bids, trade contracts, governmental contracts and leases (other than for Indebtedness for borrowed moneymoney including any precautionary Uniform Commercial Code financing statements filed by a lessor with respect to any equipment lease), leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(evii) 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 the use of Property or minor imperfections in title thereto that, in the aggregate, are not substantial in amount and aggregate that do not interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower Parent or any of its Subsidiaries;
(fviii) Liens securing Purchase Money Indebtedness or Capital Lease Obligations to the extent such Indebtedness is permitted to be incurred under Section 12(c)(vii); provided, that such Liens shall encumber only the Property that is the subject of such Purchase Money Indebtedness or Capital Lease Obligations; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment by such lender;
(ix) Liens securing Indebtedness to the extent such Indebtedness is permitted under Section 12(c)(viii); provided, that such Liens shall encumber only the Property that is the subject of such Indebtedness;
(x) Liens pursuant to the Great Escape Agreements or pursuant to leases, concessions and similar arrangements, or other arrangements entered into in existence on the Restatement Effective Date listed on Schedule 7.3(f)ordinary course of business by Holdings and its Subsidiaries, that could not reasonably be expected to have a Material Adverse Effect;
(xi) Liens securing any Indebtedness permitted by Section 7.2(d12(c)(ix);
(xii) Liens on any asset of a Person existing at the time such Person becomes a Subsidiary of SFTP or is merged into or consolidated with or into SFTP or any of its Subsidiaries and not created in contemplation of such event;
(xiii) leases, provided that no such Lien is spread licenses, subleases or sublicenses (including the provision of software under an open source license) granted to cover others in the ordinary course of business which do not (A) interfere in any additional property after material respect with the Restatement Effective Date business of Holdings or any material Subsidiary, taken as a whole, or (other than "products" B) secure any Indebtedness;
(xiv) Liens in favor of customs and "proceeds" thereof, revenue authorities arising as each such term is defined a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(xv) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (B) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the State ordinary course of New Yorkbusiness and (C) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that which are within the amount of Indebtedness secured thereby is not increasedgeneral parameters customary in the banking industry;
(gxvi) Liens securing Indebtedness (A) on cash advances in favor of the Borrower or seller of any other Subsidiary incurred property to be acquired in an Investment permitted pursuant to Section 7.2(e12(g) to finance be applied against the acquisition purchase price for such Investment, (B) consisting of fixed an agreement to Dispose of any property in a Disposition permitted under Section 12(e), in each case, solely to the extent such Investment or capital assetsDisposition, provided that (i) such Liens shall be created substantially simultaneously with as the acquisition case may be, would have been permitted on the date of the creation of such fixed or capital assetsLien, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iiiC) on securities that are the amount subject of Indebtedness secured thereby is not increasedrepurchase agreements constituting Permitted Investments;
(h) Liens created pursuant to the Security Documents;
(iA) any interest or title of a lessor under any lease leases entered into by the Borrower Holdings or any other Subsidiary of its Subsidiaries in the ordinary course of its business and covering only (B) ground leases in respect of Real Property on which facilities owned or leased by the assets so leasedCovenant Loan Parties are located;
(jxviii) Liens that are contractual rights of set-off (A) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of Parent or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent and its Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Parent or any of its Subsidiaries in the ordinary course of business;
(xix) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by SFTP or any of the Subsidiaries in the ordinary course of business;
(xx) Liens solely on any xxxx xxxxxxx money deposits made by Holdings or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(xxi) Liens arising from precautionary Uniform Commercial Code financing statement filings;
(xxii) other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed $11,500,000;
(xxiii) Liens securing Assumed IndebtednessIndebtedness to the extent such Indebtedness is permitted under Sections 12(c)(xii) and (xvi);
(xxiv) pledges and deposits in the ordinary course of business securing deductibles, self-insurance, co-payments (or insurance of similar obligations) or liabilities for reimbursement obligations of (including in respect of letters of credit or bank guarantees for the benefit of), insurance carriers providing property, casualty or liability insurance to any Covenant Loan Party;
(xxv) Liens securing Indebtedness permitted by Section 12(c)(xviii); provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do Lien shall not encumber Property of any property other than the property acquired pursuant to such acquisitionCovenant Loan Party; and
(kxxvi) Liens not otherwise permitted pursuant to the Partnership Parks Agreements or on limited partnership units owned by this Section so long as neither (i) the aggregate outstanding principal amount any of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timePartnership Parks Entities.
Appears in 1 contract
Liens. CreateIncur, incurcreate, make, assume or suffer to exist any Lien upon on any of its property, whether their respective assets now owned or hereafter acquiredowned, except forother than:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained existing on the books of the Borrower date hereof as set forth on Schedule II attached hereto (which are not described in Sections 7.02(b) through 7.02(i) hereof), but not including any renewals or its Subsidiaries, as the case may be, in conformity with GAAPextensions thereof;
(b) Liens securing Indebtedness described in Section 7.01(i) hereof, provided that no notice of lien has been filed or recorded under the Code;
(c) carriers', warehousemen'swarehousemens', mechanics', materialmen's, repairmen's suppliers' or other like Liens arising in the ordinary course of business that are and not overdue for a period of more than 30 thirty (30) days or that which are being contested in good faith and by appropriate proceedings;
(c) pledges , which proceedings have the effect of preventing the forfeiture or deposits in connection with workers' compensation, unemployment insurance and other social security legislationsale of the property subject thereto;
(d) Liens incurred or deposits to secure (i) the non-delinquent performance of tenders, bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety (ii) contingent obligations on surety, performance and appeal bonds, performance bonds and (iii) other non-delinquent obligations of a like nature similar nature; in each case, incurred in the ordinary course of business;
(e) any attachment, judgment or similar Lien arising in connection with any court or governmental proceeding provided that the execution or other enforcement of such Lien is effectively stayed within thirty (30) days after the entry thereof;
(f) easements, rights-of-rights of way, restrictions and other similar charges or encumbrances incurred in the ordinary course of business thatwhich, in the aggregate, are not substantial in amount and that do not interfere in any case material respect with the occupation, use and enjoyment by the Company or any Subsidiary of the Company of the property or assets encumbered thereby in the normal course of their respective business or materially detract from impair the value of the property subject thereto thereto;
(g) deposits or materially interfere with pledges required in the ordinary conduct course of business in connection with workmen's compensation, unemployment insurance and other social security laws;
(h) purchase money Liens for fixed or capital assets acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness permitted pursuant to Section 7.01(f) hereof; provided in each case (i) no Default or Event of Default shall have occurred and be continuing at the time such Lien is created or shall occur after giving effect to such Lien, (ii) such purchase money lien does not exceed 100% of the business purchase price of, and encumbers only, the property acquired, and (iii) such purchase money Lien does not secure any Indebtedness other than in respect of the Borrower purchase price of the asset acquired;
(i) Liens in favor of banks or other depository institutions upon property or assets of the Company or any of its Subsidiaries;Subsidiaries arising under the common law or pursuant to contractual rights of set off; and
(fj) Liens in existence on real property of the Restatement Effective Date listed on Schedule 7.3(f), Company securing Indebtedness permitted by Section 7.2(d)7.01(k) hereof, provided that no such the Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant specifically limited to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timereal property.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its propertyProperty, whether now owned or hereafter acquired, except for:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiariesany other Group Member, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and 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 Subsidiariesother Group Member;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Capital Lease Obligations or securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) Group Member to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the Capital Lease or the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property under such Capital Lease or financed by such Indebtedness (including the "products" and "proceeds" thereofIndebtedness, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness represented by such Capital Lease or secured thereby is by such acquired assets shall not be increased, and (iv) the aggregate principal amount (for the Borrower and all other Group Members) of all such Capital Leases or other Indebtedness secured as permitted by this Section 7.3(g) shall not exceed at any one time outstanding (A) prior to the date Parent has an Investment Grade Rating, 10.0% of Consolidated Net Tangible Assets and (B) on and after the date Parent has an Investment Grade Rating, 15.0% of Consolidated Net Tangible Assets;
(h) Liens securing the Obligations (including the Pari Passu Hedging Obligations) created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary Group Member in the ordinary course of its business and covering only the assets so leased;
(j) any pledge of cash to secure the obligations of the Borrower or any Group Member with respect to any Hedge Agreement or other obligations arising in the ordinary course of business not to exceed, at any time, an amount of cash equal to $35,000,000 in the aggregate;
(k) judgment Liens not giving rise to an Event of Default;
(l) Liens reserved in or exercisable under any real property lease or sublease to which the Borrower or a Group Member is a lessee in the ordinary course of its business which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that (i) such Liens do not encumber any Property other than Property located on the premises of such lease or sublease, (ii) such Liens do not secure the repayment of any Indebtedness and (iii) the rent under such lease or sublease is not then overdue and the Borrower or Group Member is in material compliance with the terms and conditions thereof;
(m) Liens on Equity Interests held by any Group Member in an Unrestricted Joint Venture;
(n) contractual Liens arising under operating agreements, oil and gas leases, farmout agreements, division orders, contracts for sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other agreements arising in the ordinary course of any Group Member’s business that are customary in the Borrower’s business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; provided that any such Lien referred to in this clause does not (i) materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by any Group Member or materially impair the value of such Property subject thereto and (ii) secure the repayment of any Indebtedness;
(o) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more deposit accounts or securities accounts maintained by any Group Member, in each case granted in the ordinary course of business in favor of the bank or securities intermediary with which such accounts are maintained, securing solely amounts owing to such bank or securities intermediary with respect to cash management, operating and trading 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;
(p) licenses of Intellectual Property granted by any Group Member in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Group Members; the filing of UCC financing statements solely as a precautionary measure in connection with operating leases, consignment of goods or other similar transactions;
(q) pledges or deposits of cash and Cash Equivalents securing deductibles, self-insurance, insurance premiums, co-payment, coinsurance, retentions and similar obligations to providers of insurance in the ordinary course of business;
(r) any Liens constituting xxxxxxx money deposits made by the Borrower or any Group Member in connection with any letter of intent or purchase agreement with respect to any Investment permitted hereunder;
(s) Liens securing Assumed IndebtednessIndebtedness permitted by Section 7.2(j); provided, provided that such Liens do not encumber any Property other than Property acquired in connection with the applicable Acquisition; and
(t) Liens not otherwise permitted pursuant to this Section 7.3; provided, that such Liens (i) were at any time prior to the Collateral Release Date, do not incurred (A) encumber any Collateral or (B) secure Indebtedness in contemplation an aggregate amount outstanding at any time in excess of the Permitted Acquisition consummated in conjunction with the assumption 1.0% of such Assumed Indebtedness Consolidated Net Tangible Assets and (ii) on or at any time after the Collateral Release Date, do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the secure Indebtedness in an aggregate amount outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.time in excess of 10.0% of Consolidated Net Tangible Assets;
Appears in 1 contract
Samples: Credit Agreement
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Group Member in conformity with GAAP;
(b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days delinquent or that remain payable without penalty (and without any Lien having been recorded in connection therewith) or that are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (other than for indebtedness or any Liens arising under ERISA);
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Group Member;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f)) to the Disclosure Letter, securing Indebtedness permitted by Section 7.2(d), ; provided that (i) no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereofattachments, as each such term is defined in accessions, replacements or property acquired with the Uniform Commercial Code proceeds of any applicable Casualty Event) after the State of New YorkClosing Date, (ii) and that the amount of Indebtedness secured or benefitted thereby is not increased, except for any amounts otherwise permitted in connection with the incurrence of Permitted Refinancing Indebtedness, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously contemporaneously with the acquisition of such fixed or capital assetsassets (or in connection with any Sale-Leaseback Transaction permitted pursuant to Section 7.11), (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including other than attachments, accessions, replacements or property acquired with the "products" and "proceeds" thereofproceeds received in connection with any applicable Casualty Event), as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the principal amount of the Indebtedness secured thereby is does not increasedexceed $10,000,000;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or licensor under any lease or license entered into by the Borrower or any other Subsidiary a Group Member in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(i) judgment Liens that do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement;
(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing Assumed Indebtedness, provided that amounts owing to such Liens banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(k) (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness and permitted under Section 7.2(f), (ii) do not Liens securing reimbursement obligations with respect to letters of credit permitted by Section 7.2(f) that encumber any documents and other property other than the property acquired pursuant relating to such acquisitionletters of credit, and (iii) Liens securing Specified Swap Obligations permitted by Section 7.2(i);
(l) Liens in favor of custom and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods;
(m) the replacement, extension or renewal of any Lien permitted 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 on insurance proceeds in favor of insurance companies granted solely to secure financed insurance premiums;
(o) Liens comprised of licenses permitted by the terms of the Loan Documents; and
(kp) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all SubsidiariesGroup Members) $10,000,000 at any one time.
Appears in 1 contract
Samples: Credit Agreement (Fusion-Io, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:
(a) Liens for taxes taxes, assessments, charges or other governmental levies not yet due delinquent or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) Liens imposed by law, including, carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 sixty (60) days (or, if more than sixty (60) days overdue, no action has been taken to enforce such Lien) or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation, or letters of credit or guarantees issued in respect thereof, other than any Lien imposed by ERISA with respect to a Single Employer Plan or Multiemployer Plan;
(d) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness or letters of credit or guarantees issued in respect thereof;
(e) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective date hereofRestatement Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), 8.3 and any renewals or extensions thereof; provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedpermitted by Section 8.2(d);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e8.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security DocumentsDocuments or any other Loan Document;
(i) Liens approved by Collateral Agent appearing on Schedule B to the policies of title insurance being issued in connection with the Mortgages;
(j) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(jk) licenses, leases or subleases granted to third parties or Group Members in accordance with any applicable terms of the Security Documents and in the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the Collateral or materially interfere with the ordinary course of business of the Borrower or any of its Subsidiaries;
(l) Liens securing Assumed Indebtedness, judgments not constituting an Event of Default under Section 9.1(h) or securing appeal or other surety bonds related to such judgments;
(m) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases and consignment arrangements;
(n) Liens existing on property acquired by the Borrower or any Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed); provided that (i) such Lien is not created in contemplation of such acquisition, (ii) such Lien does not extend to any other property of any Group Member following such acquisition and (iii) the Indebtedness secured by such Liens is permitted by Section 8.2(i);
(o) Liens (i) were not incurred in contemplation of a collection bank arising under Section 4-210 of the Permitted Acquisition consummated UCC on items in conjunction with the assumption course of such Assumed Indebtedness collection (or comparable foreign liens); and (ii) do not encumber in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(p) Liens securing Second Lien Indebtedness of the Borrower or any property other than the property acquired Subsidiary incurred pursuant to Section 8.2(k); provided that (i) such acquisitionLien is junior in priority to any Lien securing the Obligations on a “subordinated” basis and (ii) such Lien does not extend to any asset of any Group Member that is not also subject to a Lien securing the Obligations;
(q) Liens on Margin Stock owned by the Borrower or Zarlink Offeror;
(r) Liens in favor of customs and revenue authorities arising as a matter of law and in the ordinary course of business to secure payment of customs duties in connection with the importation of goods
(s) statutory and common law landlords' liens under leases to which the Borrower or any of its Subsidiaries is a party;
(t) Liens on assets of Foreign Subsidiaries to the extent the Indebtedness secured thereby is permitted under Section 8.2; provided, that the aggregate principal amount of all such Indebtedness so secured shall not exceed $100,000,000 at any one time; and
(ku) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds do not exceed (as to the Borrower and all Subsidiaries) $10,000,000 50,000,000 at any one time.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(dSections 7.2(a)(vi) or 7.2(c)(i), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(eSections 7.2(a)(vii) or 7.2(c)(ii) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;; and
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction connection with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time7.2(a)(iv).
Appears in 1 contract
Samples: Credit Agreement (National Financial Partners Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01;
(c) Liens for taxes not yet due or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bd) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(ce) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(df) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property, in the aggregate, are not substantial in amount and that 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 of its Subsidiariesapplicable Person;
(fh) Liens in existence on securing judgments for the Restatement Effective Date listed on Schedule 7.3(fpayment of money not constituting an Event of Default under Section 8.01(h), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(gi) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(e) to finance the acquisition of fixed or capital assets7.03(c); provided, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed do not at any time encumber any Collateral or capital assetsany Eligible Investment Property (or any income therefrom or proceeds thereof), (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereofany assets, as each such term is defined in the Uniform Commercial Code of the State of New York) rights or interests related thereto and (iii) the amount of Indebtedness secured thereby does not exceed the cost or fair market value of the property encumbered thereby, whichever is not increasedlower;
(hj) Liens created pursuant to the Security Documents;
(i) any interest or title rights of a lessor tenants under any lease leases and subleases entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtednessbusiness; provided, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness leases and subleases contain market terms and conditions (excluding rent) and (ii) such Liens do not encumber secure any property other than the property acquired pursuant to such acquisitionIndebtedness; andor
(k) Liens not otherwise permitted by under this Section so long as neither 7.01 encumbering any Investment Property; provided that (i) in the case of any individual Investment Property, the aggregate outstanding principal amount of the all obligations secured thereby nor by such Liens does not exceed $5,000 at any time and any such Lien is terminated and discharged in full, or fully bonded over, within ninety (90) days after the date such Lien arises and (ii) the aggregate fair market value outstanding amount of all obligations secured by all such Liens encumbering Investment Properties does not exceed $50,000 at any time. provided, that notwithstanding the foregoing clauses of this Section 7.01, in no event shall (determined as i) any Liens (other than Liens permitted by clauses (a), (c), (d), (g), (j) and (k) of this Section 7.01) encumber any of the date such Lien is incurredEligible Investment Properties (or any income therefrom or proceeds thereof) and (ii) any Liens (other than Liens permitted under clause (a) of the assets subject thereto exceeds this Section 7.01) encumber any Collateral (as to the Borrower and all Subsidiaries) $10,000,000 at or any one timeincome therefrom or proceeds thereof).
Appears in 1 contract
Samples: Credit Agreement (American Residential Properties, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f7.2(f), securing Indebtedness permitted by Section 7.2(d)7.1(d) and any Lien granted as a replacement or substitute therefor, provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e7.1(e) to finance the acquisition of fixed or capital assetsassets (including refinancings thereof), provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" replacements thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens in favor of Solon AG and its Affiliates on solar cell manufacturing equipment purchased with the proceeds of advances made by Solon AG and its Affiliates under, securing Assumed Indebtednessobligations in connection with, the Amended and Restated Supply Agreement, dated as of April 14, 2005, between Solon AG fur Solartechnik and the Borrower and its affiliates (as in effect on the date hereof) permitted under Section 7.1(f);
(k) Liens in favor of customers or suppliers of the Borrower and its Subsidiaries on equipment purchased with the proceeds of advances made by such customers or suppliers under, and securing obligations in connection with, supply agreements permitted under Section 7.1(g);
(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) licenses of patents, trademarks and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of the Borrower or such Subsidiary;
(n) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries, in each case granted or existing 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; provided that that, unless such Liens are non-consensual and arise by operation of law;
(io) were Liens arising out of judgments or awards not incurred resulting in contemplation a Default;
(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the Permitted Acquisition consummated sale of goods entered into by any Group Member in conjunction with the assumption ordinary course of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionbusiness; and
(kq) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 5,000,000 at any one time.
Appears in 1 contract
Samples: Credit Agreement (Sunpower Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d8.3(f), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to (including, without limitation, Capital Lease Obligations) permitted under Section 7.2(e8.2(b) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(ji) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation favor of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant Securitization Vehicle or any collateral agent on Securitization Assets transferred or purported to be transferred to such acquisitionSecuritization Vehicle in connection with Securitizations permitted by Section 8.5; and
(kj) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeis in compliance with Section 8.2(b).
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(ki) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 1 contract
Liens. CreateThe Borrower will not create, incur, assume incur or suffer to ----- exist any Lien mortgage, deed of trust, pledge, lien, security interest, assignment or transfer upon or of any of its propertyassets, whether now owned or hereafter acquired, except for:to secure any indebtedness; excluding, however, from the operation of the --------- ------- foregoing, the following (collectively, "Permitted Liens"):
(a) in the case of any of the Borrower's property which is not Collateral or other collateral described in the Security Documents, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower's business or operations as presently conducted;
(b) mortgages, deeds of trust, pledges, liens, security interests and assignments in existence on the date hereof and listed in Schedule 7.1 hereto, securing indebtedness for borrowed money permitted under Section 7.2;
(c) the Security Interest and liens and security interests created by the Security Documents;
(d) liens in favor of Xxxxx Fargo Bank Minnesota provided such Liens are subordinate to the Security Interest in the Domestic Collateral;
(e) purchase money security interests (including capital leases) relating to permitted Capital Expenditures under Section 7.10 not exceeding the lesser of cost or fair market value thereof so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(f) liens for taxes not yet due then delinquent or that are the amount, applicability or validity of which is being contested in good faith by appropriate proceedings for which proper reserves have been made and (x) which do not materially interfere with the Borrower's business or operations as presently conducted, (y) there is no risk of forfeiture of Collateral during the pendency of such action, and (z) any lien arising as a result of such tax is at all times junior in priority to the Lender's security interest in the Collateral;
(g) any landlord's lien on fixtures or personal property arising by operation of law to the extent such lien is subordinate to the security interest of the Lender in the Collateral and the rent secured thereby is not in default; and
(h) any judgment lien which is subordinate to the security interest of the Lender in the Collateral in an amount not exceeding $25,000 so long as (x) the finality of such judgment is being contested in good faith by appropriate proceedings, provided that adequate (y) for which proper reserves with respect thereto are maintained on the books of the Borrower have been made and (z) such proceedings or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are such lien does not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the Borrower's business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, operations as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timepresently conducted.
Appears in 1 contract
Samples: Credit and Security Agreement (Rf Monolithics Inc /De/)
Liens. CreateThe Borrower and Holdings will not, incurand will not permit any of their respective Subsidiaries to, assume directly or suffer indirectly, create, Incur or permit to exist any Lien upon any of its propertyproperty or assets (including Stock of a Subsidiary of the Borrower), whether now owned on the Closing Date or hereafter acquiredacquired after that date, which Liens secures any Indebtedness, except forfor the following:
(a) Liens created pursuant to any Loan Document;
(b) Liens existing on the date hereof and set forth on Schedule 8.2;
(c) Liens for taxes taxes, assessments or other governmental charges not yet due delinquent or that which are being contested in good faith by appropriate proceedings, ; provided that adequate appropriate reserves with required pursuant to GAAP have been made in respect thereto are maintained thereof and in the case of Collateral, such proceedings have the effect of preventing forfeiture or sale of the property or assets subject to such Lien;
(d) encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, 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, building codes or other restrictions (including 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 Holdings and its Subsidiaries or to the ownership of their properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Borrower and its Subsidiaries;
(e) Liens (a) on the books assets or property of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
any Subsidiary securing Hedging Agreements or cash management services permitted under this Agreement; (b) carriers'that are contractual rights of set-off or, warehousemen'sin the case of clause (i) or (ii) below, mechanics'other bankers’ Liens (i) relating to treasury, materialmen's, repairmen's depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary 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; (c) on cash accounts securing Indebtedness incurred under Section 8.1(j)(iii) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other like Liens brokerage accounts incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business that are in connection with the maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any event, do not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsto secure any Indebtedness;
(cf) pledges or deposits in connection with workers' compensationleases, unemployment insurance licenses, subleases and other social security legislation;
sublicenses of assets (d) deposits to secure the performance of bids, trade contracts (other than for borrowed moneyincluding real property and intellectual property rights), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred each case entered into in the ordinary course of business that, so long as such leases are subordinate in all respects to the Liens granted and evidenced by the Loan Documents and do not individually or in the aggregate, are not substantial in amount and that do not (i) interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
Subsidiary and (fii) Liens in existence on materially impair the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code use or value of the State of New York) and that the amount of Indebtedness secured thereby is not increasedproperty ;
(g) Liens securing Indebtedness arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition review of such fixed judgment, decree, order or capital assets, (ii) award have not been finally terminated or the period within which such Liens do proceedings may be initiated has not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedexpired;
(h) Liens created pursuant to the Security Documents;
(i) on assets or property of the Borrower or any Subsidiary for the purpose of securing Capitalized Lease Obligations or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Indebtedness Incurred to finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that (a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Agreement and (b) any such Lien may not extend to any assets or property of the Borrower or any Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property and (ii) any interest or title of a lessor under any lease Capitalized Lease Obligation or operating lease;
(i) Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Borrower or any other Subsidiary and its Subsidiaries in the ordinary course of its business and covering only the assets so leasedbusiness;
(j) Liens securing Assumed Indebtednesson property, provided other assets or shares of stock of a Person (other than any License Subsidiary) at the time such Person becomes a Subsidiary (or at the time the Borrower or a Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into the Borrower or any Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Subsidiary (i) were not incurred in contemplation or such acquisition of such property, other assets or stock); provided, further, that such Liens are limited to all or part of the Permitted Acquisition consummated same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in conjunction connection with the assumption of original property, other assets or stock) that secured (or, under the written arrangements under which such Assumed Indebtedness and (iiLiens arose, could secure) do not encumber any property other than the property acquired pursuant obligations to which such acquisition; andLiens relate;
(k) Liens securing Indebtedness Incurred in connection with a Permitted Refinancing to refinance Indebtedness that was previously so secured, and permitted to be secured under this Section 8.2; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Lien otherwise permitted under this Section 8.2;
(l) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Borrower or any Subsidiary of the Borrower has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property;
(m) any encumbrance or restriction (including put and call arrangements) with respect to Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(n) Liens on property or assets that does not constitute Collateral under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;
(o) Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted by this Agreement;
(p) Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers;
(q) Liens solely on any cxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted under this Agreement;
(r) Liens Incurred to secure Obligations in respect of any Indebtedness permitted by Section 8.1(i);
(s) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 8.3 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted under Section 8.4, in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien;
(t) Liens or any encumbrance or restriction pursuant to applicable law, rule, regulation or order;
(u) Liens or any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Borrower or any Subsidiary or on which such agreement or instrument is assumed by the Borrower or any Subsidiary in connection with an acquisition of assets (other than Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Subsidiary or was acquired by the Borrower or was merged, consolidated or otherwise combined with or into the Borrower or any Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date;
(v) leasehold mortgages Incurred by tenants party to leases or sub-leases permitted under Section 8.4(m) so long as neither the applicable sub-tenant agrees to subordinate their interest in the applicable lease or sub-lease to the lenders under the Lease Servicing Agreement referenced in Section 8.4(m); and
(iw) Liens on any property of the Borrower or any of its Subsidiaries securing any of their Indebtedness or their other liabilities; provided, however, that the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date all such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower Indebtedness and all Subsidiaries) other liabilities shall not exceed $10,000,000 at any one time. For purposes of this Section 8.2, the term Indebtedness shall be deemed to include interest on such Indebtedness including interest which increases the principal amount of such Indebtedness.
Appears in 1 contract
Liens. CreateEach Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its propertyproperty or assets, whether now owned or hereafter acquiredacquired or agree to do any of the foregoing, except for:other than the following (collectively, “Permitted Liens”):
(ai) Liens for taxes not yet due in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or that are being contested in good faith by appropriate proceedings, replacements thereof; provided that adequate reserves with respect thereto are maintained any such extension, renewal 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 books date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPoutstanding principal amount thereof);
(bii) Liens imposed by law, such as Liens of carriers', warehousemen's, mechanics', materialmen'smaterialmen and landlords, repairmen's or other like Liens arising incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than 30 thirty (30) days or that are being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(ciii) pledges Liens (other than any Lien imposed by ERISA, the creation or deposits incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with workers' worker’s compensation, unemployment insurance and or other social security legislation;
(d) deposits forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, trade contracts (other than for borrowed money), leasestenders, statutory obligations, surety and appeal bonds, performance bonds leases, public or statutory obligations, government contracts and other similar obligations of a like nature incurred (other than obligations for borrowed money) entered into in the ordinary course of business;
(eiv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);
(vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Parent or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Parent or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Parent or any of its Subsidiaries except assets then being financed solely by the same financing source;
(vii) with respect to any Realty occupied by the Parent or any of its Subsidiaries, all easements, rights-of-rights of way, restrictions reservations, licenses, encroachments, variations and other similar restrictions, charges and encumbrances incurred on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof;
(viii) any leases, subleases, licenses or sublicenses granted by the Parent or any of its Subsidiaries to third parties in the ordinary course of business that, in the aggregate, are and not substantial in amount and that do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower or any of Parent and its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor lessor, sublessor, licensor or sublicensor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedlicense permitted under this Agreement;
(jix) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred created in contemplation of the Permitted Acquisition consummated in conjunction connection with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionGuaranty Fund; and
(kx) other Liens securing obligations of the Parent and its Subsidiaries not otherwise permitted by this Section so long as neither (i) the exceeding $1,000,000 in aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 outstanding at any one time.
Appears in 1 contract
Liens. CreateThe Company will not, and will not permit any Restricted Subsidiary, to create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes or other governmental charges or assessments not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement respect thereto are maintained on the books of the Borrower Company or its Restricted Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, landlord’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, obligations in favor of utility companies, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions restrictions, defects and irregularities in title and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Company or any of its Restricted Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d)10.5, provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) date hereof and that the amount of Indebtedness secured thereby is not increasedincreased above the original principal amount thereof;
(g) Liens securing Indebtedness of the Borrower Company or any other Restricted Subsidiary incurred pursuant to (including, without limitation, Capital Lease Obligations) permitted under Section 7.2(e10.4(a) to finance the acquisition acquisition, construction or improvement of fixed or capital assets or to secure the purchase price of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with within 90 days of the acquisition acquisition, construction or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) fixed or capital assets and (iii) the amount of Indebtedness or purchase price obligation secured thereby is not increasedincreased above the original principal amount thereof;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower Company or any other Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased, and licenses and sublicenses granted by the Company or any Restricted Subsidiary in the ordinary course of business;
(i) Liens in favor of the holders of the Notes under the Note Documents;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation favor of the Permitted Acquisition consummated customs and revenue authorities arising as a matter of law to secure payment of customs duties in conjunction connection with the assumption importation of such Assumed Indebtedness goods in the ordinary course of business; MSC Industrial Direct Co., Inc. Note Purchase and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; andPrivate Shelf Agreement
(k) Liens in favor of collecting banks arising by operation of law under the Uniform Commercial Code covering only the items being collected upon and Liens (including the right of set-off) in favor of a bank or other depository institution arising in the ordinary course of business as a matter of law encumbering deposits;
(l) Liens arising from the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignments of goods;
(m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sales of goods (including Article 2 of the UCC), and Liens that are contractual rights of set-off relating to purchase orders and other similar agreements, in each case entered into in the ordinary course of business;
(n) Liens created pursuant to attachment, garnishee orders or other process in connection with pre-judgment court proceedings, and Liens securing judgments for the payment of money not otherwise constituting an Event of Default under Section 11(j);
(o) Liens on assets subject to, and incurred under, merger agreements, stock or asset purchase agreements and similar purchase agreements in respect of the Disposition of such assets by the Company or its Restricted Subsidiaries in a Disposition permitted hereunder;
(p) Liens on any asset at the time the Company or any of its Restricted Subsidiaries acquired such asset and Liens on the assets of a Person existing at the time such Person was acquired by this Section so long as neither the Company or any of its Restricted Subsidiaries, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries; subject to the condition that (i) the aggregate outstanding principal amount any such Lien may not extend to any other asset of the obligations secured thereby nor Company or any of its Restricted Subsidiaries; and (ii) any such Lien shall not have been created in contemplation of or in connection with the transaction or series of transactions pursuant to which such asset or Person was acquired by the Company or any of its Restricted Subsidiaries;
(q) Liens on Securitization Assets in connection with Securitizations permitted by Section 10.7;
(r) Liens securing Priority Debt permitted to be incurred by Section 10.4(b) provided, that such Liens incurred pursuant to this Section 10.5(r) shall not secure any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including an intercreditor agreement and opinions of counsel to the Company and/or any such Restricted Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders;
(s) Liens that secure Swap Agreements to which the Company or any Restricted Subsidiary is a party, provided that the aggregate fair market value (determined as of the date such Lien is incurred) of the all assets subject thereto exceeds to such Liens does not at any time exceed $30,000,000 in the aggregate; and MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement (as t) Liens not otherwise permitted under this Section 10.5, provided that the aggregate fair market value of all assets subject to such Liens does not at any time exceed $30,000,000 in the aggregate, and, provided, that such Liens incurred pursuant to this Section 10.5(t) shall not secure any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Borrower Required Holders in substance and all Subsidiaries) $10,000,000 at in form, including an intercreditor agreement and opinions of counsel to the Company and/or any one timesuch Restricted Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (MSC Industrial Direct Co Inc)
Liens. Create, incur, assume or suffer to exist exist, any Lien upon on or with respect to any of its propertyProperty, whether now owned or hereafter acquired, except forexcept:
(a) Liens in favor of the Swingline Lender and/or the Issuing Lender, as applicable, on Cash Collateral granted pursuant to the Loan Documents;
(b) Liens in existence on the Closing Date and described on Schedule 8.2, and the replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for taxes products and proceeds of the foregoing;
(c) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or that as to which the period of grace (not to exceed 30 days), if any, related thereto has not expired, or (ii) which are being contested in good faith and by appropriate proceedings, provided that proceedings if adequate reserves with respect thereto are maintained on to the books of the Borrower or its Subsidiaries, as the case may be, in conformity with extent required by GAAP;
(bd) the claims of materialmen, mechanics, carriers', warehousemen's, mechanics'processors or landlords for labor, materialmen'smaterials, repairmen's supplies or other like Liens arising rentals incurred in the ordinary course of business that business, which (i) are not overdue for a period of more than 30 days, or if more than 30 days or that overdue, no action has been taken to enforce such Liens and such Liens are being contested in good faith and by appropriate proceedingsproceedings if adequate reserves are maintained to the extent required by GAAP, and (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries;
(ce) deposits or pledges or deposits made in the ordinary course of business in connection with with, or to secure payment of, obligations under workers' ’ compensation, unemployment insurance and other types of social security or similar legislation;
(d) deposits , or to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(ef) easementsencumbrances in the nature of zoning restrictions, rights-of-wayeasements and rights or restrictions of record on the use of real property, restrictions which in the aggregate are not substantial in amount and other similar encumbrances incurred which do not, in any case, detract from the value of such property or impair the use thereof in the ordinary conduct of business;
(g) Liens arising from the filing of precautionary Uniform Commercial Code financing statements relating solely to personal property leased pursuant to Operating Leases entered into in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of and its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(gh) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred permitted pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, 8.1(d); provided that (i) such Liens shall be created substantially simultaneously with the acquisition acquisition, repair, improvement or lease, as applicable, of such fixed or capital assetsthe related Property, (ii) such Liens do not at any time encumber any property other than the property Property financed by such Indebtedness (including the "products" and "proceeds" thereofIndebtedness, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
, and (hiv) Liens created pursuant to the Security Documentsprincipal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original price for the purchase, repair, improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable);
(i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(l) or securing appeal or other surety bonds relating to such judgments;
(i) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law and contractual rights of set-off and recoupment with respect to any deposit account of the Borrower or any Subsidiary thereof;
(i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract; and
(l) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens which do not (i) were not incurred interfere in contemplation any material respect with the business of the Permitted Acquisition consummated in conjunction with Borrower or any of its Subsidiaries or materially detract from the assumption value of such Assumed Indebtedness and the relevant assets of the Borrower or any of its Subsidiaries or (ii) do not encumber secure any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeIndebtedness.
Appears in 1 contract
Samples: Credit Agreement (SolarWinds, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes taxes, assessments and other governmental charges not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits made to secure the performance of bids, tenders, trade contracts (other than for borrowed money)contracts, leases, statutory or regulatory obligations, surety and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case excluding obligations for borrowed money;
(e) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorki) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary of its Subsidiaries incurred pursuant to Section 7.2(e7.2(d) to finance the acquisition of fixed or capital assets, provided that (iA) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (iiB) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iiiC) the amount of Indebtedness secured thereby is not increasedincreased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the property of Excluded Acquired Subsidiaries;
(g) Liens on assets of the Borrower and any Guarantor, in each case constituting Collateral under the Guarantee and Collateral Agreement, securing Indebtedness of the Borrower or such Guarantor, as the case may be, incurred pursuant to Section 7.2(k), subject to the Senior Note Intercreditor Agreement;
(h) Liens created pursuant to the Security Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements and (iii) letters of credit issued pursuant to Section 7.2(h) by any Lender or any Affiliate of any Lender;
(i) any landlord’s Lien or other interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any other Subsidiary of its Subsidiaries in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits;
(k) Liens of or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with franchise agreements or Pole Agreements;
(l) Liens arising from judgments or decrees not constituting an Event of Default under Section 8(i);
(m) Liens arising under or in connection with the LaGrange Documents or any other sale and leaseback transaction permitted by Section 7.10;
(n) Liens consisting of cash collateral in an aggregate amount not exceeding $50,000,000 at any time, securing Assumed Indebtedness, provided that such Specified Hedge Agreements or letters of credit issued pursuant to Section 7.2(h);
(o) second-priority Liens (i) were not incurred in contemplation on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber Borrower or any property other than the property acquired Guarantor incurred pursuant to such acquisitionSection 7.2(e), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders than those contained in the CCO Senior Note Indenture, and in any event subject to an intercreditor agreement on terms and conditions satisfactory to the Administrative Agent (it being agreed that the Senior Note Intercreditor Agreement as in effect on the Restatement Effective Date is satisfactory);
(p) Liens in favor of the Borrower created pursuant to the Silo Guarantee and Collateral Agreements as in effect on the Restatement Effective Date; and
(kq) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 50,000,000 at any one timetime outstanding.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien Lien, upon or with respect to any of its propertyproperties, whether now n ow owned or hereafter acquired, except forexcept:
(a) Liens in favor of the Bank securing the Loans hereunder;
(b) Liens for taxes or assessments or other government charges or levies if not yet due and payable or that if due and payable if they are being contested in good faith by appropriate proceedings, provided that adequate proceedings and for which appropriate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(bc) carriers'Liens imposed by law, warehousemensuch as mechanic's, mechanics'supplier's, materialmen's, repairmenlandlord's, warehousemen's or and carrier's Liens, and other like Liens arising similar Liens, securing obligations incurred in the ordinary course of business that which are not overdue past due for a period of more than 30 days days, or that which are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance proceedings and other social security legislationfor which appropriate reserves have been established;
(d) deposits to secure the performance of bidsLiens under workers' compensation unemployment insurance, trade contracts social security or similar legislation (other than for borrowed moneyERISA), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, zoning restrictions, rights-of-way, restrictions and other similar restrictions and encumbrances incurred in the ordinary course of business thatwhich, in the aggregate, are not substantial in amount and that do not materially interfere with the occupation, use and enjoyment by the Borrower of the property or assets encumbered thereby in any case the normal course of its business or materially detract from impair the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesthereto;
(f) purchase money Liens on any property heretofore or hereafter acquired or the assumption of any Lien on property existing at the time of such acquisition, or a Lien incurred in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), connection with any conditional sale or other title retention agreement or a Capital Lease or an operating lease; provided that no such Lien is spread liens attach only to cover the property as acquired and do not extend to any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;Borrower; and
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of existing on the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower hereof and all Subsidiaries) $10,000,000 at any one timedescribed on Schedule 4.10 hereto.
Appears in 1 contract
Liens. Create, incur, assume Create or suffer to exist any Lien upon exist, or permit any of its propertySubsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, except foror assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:
(ai) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(bii) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 60 days or that are being contested in good faith by appropriate proceedings;
(ciii) pledges or deposits in connection with the workers' ’ compensation, unemployment insurance and other social security legislation;
(div) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(ev) easements, reservations, rights-of-way, covenants, conditions, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(fvi) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f5.02(a), securing Indebtedness Debt permitted by Section 7.2(d5.02(d)(iii), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness Debt secured thereby is not increased;
(gvii) Liens securing Indebtedness Debt of the Borrower Borrower, or any other Debt of a Subsidiary incurred pursuant to Section 7.2(e5.02(d) (iv), (x) to finance the acquisition of fixed or capital assetsassets or (y) pursuant to a sale and leaseback transaction, provided that (iA) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assetsassets or such sale and leaseback transaction, as the case may be, (iiB) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) Debt and (iiiC) the amount of Indebtedness Debt secured thereby is not increased;
(hviii) Liens created pursuant in connection with this Agreement to secure the Security DocumentsBorrower’s obligations hereunder;
(iix) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(jx) Liens on property of a Person at the time such Person becomes a Subsidiary of the Borrower and securing Assumed Indebtedness, Debt of such Person permitted under Section 5.02(d)(v); provided that any such Liens (i) were Lien may not extend to any other property of the Borrower or any other Subsidiary of the Borrower that is not a direct Subsidiary of such Person; provided, further, that any such Lien shall not have been incurred in contemplation anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Permitted Acquisition consummated Borrower;
(xi) Liens in conjunction with respect of any writ of execution, attachment, garnishment, judgment or judicial award, if (A) the assumption time for appeal or petition for rehearing has not expired, an appeal or appropriate proceeding for review is being prosecuted in good faith and a stay of execution pending such Assumed Indebtedness appeal or proceeding for review has been secured, or (B) the underlying claim is fully covered by insurance, the insurer has acknowledged in writing its responsibility to pay such claim and (ii) do not encumber any property other than the property acquired pursuant no action has been taken to enforce such acquisitionexecution, attachment, garnishment, judgment or award; and
(kxii) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds does not at any one time exceed (as to the Borrower and all of its Subsidiaries) $10,000,000 at any one time10% of Consolidated Net Worth.
Appears in 1 contract
Liens. CreateEach of the REIT and the Company will not and will not permit any other Note Party or any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its their property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document (as defined in the Primary Credit Facility) and Liens pursuant to any Note Document;
(b) Liens for taxes not yet due or that Liens for taxes which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bc) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(cd) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX;
(de) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(ef) easements, rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 applicable Person, and any replacement, extension or renewal of any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedLien;
(g) Liens securing Indebtedness judgments for the payment of money not constituting an Event of Default under Section 11(i); American Assets Trust, L.P. Note Purchase Agreement
(h) The rights of tenants under leases and subleases of, and the rights of managers under management agreements in respect of, Portfolio Properties, in each case entered into in the ordinary course of business consistent with past practice of the Borrower REIT and its Subsidiaries provided, that (i) such leases and subleases contain market terms and conditions (excluding rent) and (ii) such Liens do not secure any Indebtedness;
(i) Liens encumbering assets of a Note Party or any other Subsidiary incurred pursuant to thereof not otherwise permitted under this Section 7.2(e) to finance the acquisition of fixed or capital assets10.4; provided, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assetsdo not at any time encumber any Unencumbered Eligible Property, (ii) such Liens do not at any time encumber the Equity Interests of any Person who owns or ground leases an Unencumbered Eligible Property (or the Equity Interests of any direct or indirect Subsidiary of the Company that owns any Equity Interests in such Person) and (iii) after giving pro forma effect to the incurrence of any such Lien (and all Indebtedness and other obligations secured thereby), the Note Parties are in compliance with the financial covenants contained in Section 10.9(a) through (f);
(j) Liens securing Indebtedness permitted under Section 10.5(c); provided that (i) such Liens do not at any time encumber any Unencumbered Eligible Property, (ii) such Liens do not at any time encumber the Equity Interests of any Person who owns or ground leases an Unencumbered Eligible Property (or the Equity Interests of any direct or indirect Subsidiary of the Company that owns any Equity Interests in such Person), (iii) in the case of any such Lien incurred by a Note Party, such Lien does not encumber any property other than the property financed by such Indebtedness Indebtedness, (including the "products" and "proceeds" thereof, as each such term is defined iv) in the Uniform Commercial Code case of the State of New York) and (iii) the amount of Indebtedness secured thereby any such Lien incurred by a Subsidiary that is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed IndebtednessNote Party, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do Lien does not encumber any property other than the property of such Subsidiary and (v) the Indebtedness secured thereby does not exceed the cost or fair market value of the property encumbered thereby (as of the date of the incurrence of such Indebtedness), whichever is lower;
(k) All Liens with respect to any Portfolio Property (other than an Unencumbered Eligible Property) that are existing on the date such Portfolio Property is acquired pursuant or ground leased by a Subsidiary of the Company, to the extent such Liens are disclosed in the title report for such Portfolio Property received by such Subsidiary on or prior to the date of such acquisition or ground lease;
(l) in the case of Equity Interests of a Controlled Joint Venture, buy/sell rights with respect to such acquisitionEquity Interests on customary terms and conditions;
(m) Liens existing on the Closing and listed on Schedule 10.4(m); American Assets Trust, L.P. Note Purchase Agreement
(n) Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business; and
(ko) Permitted Pari Passu Encumbrances; provided, however, notwithstanding the foregoing, each of the REIT and the Company will not and will not permit any other Note Party or any Subsidiary to, directly or indirectly secure any Indebtedness outstanding under or pursuant to the Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with the Primary Credit Facility pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to such Note Party and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders; provided, further, that notwithstanding the foregoing clauses of this Section 10.4, in no event shall any Liens not otherwise (other than Permitted Judgment Liens, Permitted Pari Passu Encumbrances and Liens permitted by this Section so long as neither clauses (ia), (b), (c), (f) the aggregate outstanding principal amount of the obligations secured thereby nor and (iih) the aggregate fair market value (determined as of the date such Lien is incurredabove) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at encumber any one timeUnencumbered Eligible Property.
Appears in 1 contract
Samples: Note Purchase Agreement (American Assets Trust, Inc.)
Liens. CreateThe Borrower will not, and will not permit any other Person to, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any of its propertythe Collateral of the Borrower or any of the other property of the Borrower, whether now owned or hereafter acquired, or assign or otherwise convey, or permit any Person to assign or otherwise convey, any right to receive income or revenues from or of the Project, except for:that the foregoing restrictions will not apply to the following (collectively, “Permitted Liens”):
(ai) the Security Document Liens;
(ii) Liens for taxes Taxes, if such Taxes (A) are not yet due at the time delinquent and thereafter can be paid without penalty or that (B) are being contested in good faith by appropriate proceedingsproceedings with reserves established in accordance with GAAP and such Liens have been bonded over or do not involve any risk that a significant interest in or right to any Collateral may be sold, provided lost or forfeited or that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case any Security Document Lien may be, in conformity with GAAPbe impaired;
(biii) carriers'’, warehousemen's, mechanics'’s, materialmen's, repairmen's or ’s and mechanics’ Liens and other like similar Liens imposed by Law and arising in the ordinary course of business that in connection with the construction or operation of the Project, if such Liens have been bonded over and either (A) are not overdue for a period filed of more than 30 days record and are not delinquent or that (B) are being contested in good faith by appropriate proceedingsproceedings with proper reserves established, have not proceeded to judgment and do not involve any risk that a significant interest in or right to any Collateral may be sold, lost or forfeited or that any Security Document Lien may be impaired;
(civ) Liens arising out of pledges or deposits in connection with workers' compensationunder workmen’s compensation laws, unemployment insurance and insurance, old age pensions, or other social security legislationor retirement benefits or similar legislation (other than Liens imposed by ERISA);
(dv) deposits to secure the performance Liens of bids, trade contracts no more than One Million Dollars (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred $1,000,000) in the ordinary course aggregate securing judgments for the payment of businessmoney not constituting an Event of Default under Section 6.1(q);
(evi) easementsbanker’s liens, rights-of-way, restrictions rights of setoff and other similar Liens existing solely with respect to cash, cash equivalents and Permitted Investments on deposit in one or more accounts maintained by the Borrower in accordance with Section 5.2(n);
(vii) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in accordance with the Financing Documents; provided, that the same (i) do not in any material respect interfere with the business of the Borrower or materially detract from the value of the relative assets of the Borrower and (ii) are subject and subordinate to any Lien on such assets pursuant to the Security Documents;
(viii) precautionary filings of financing statements under the UCC in respect of operating leases entered into by the Borrower in accordance with the Financing Documents;
(ix) purchase money security interests in discrete items of equipment not comprising an integral part of the Project or other Collateral when the obligation secured is incurred for the purchase of such equipment and does not exceed one hundred percent (100%) of the lesser of cost or fair market value thereof at the time of acquisition, and the security interest does not extend beyond the equipment involved and any proceeds therefrom; provided, that such Liens and the amount of materials, equipment and fixtures supplied or purchased pursuant to this clause (ix) will not, taken together, at any time exceed the maximum aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000);
(x) the exceptions to the title of the Site set forth in the title reports delivered pursuant to Article III or listed as exceptions in the Title Policy and accepted by the Administrative Agent;
(xi) Liens on the landlord’s fee interest in the Site or, in the case of any property of the Borrower other than a fee interest, Liens arising on the underlying fee or other superior estate after the Closing Date and not due to the Borrower’s acts, so long as, in each case, a subordination and non-disturbance agreement is entered into; and
(xii) non-monetary encumbrances incurred in the ordinary course of business thatwhich would not reasonably be expected to result in a Material Adverse Effect and other minor involuntary encumbrances and minor defects irregularities, in encumbrances or clouds on title reasonably acceptable to the aggregateAdministrative Agent. If foreclosure or enforcement of any Lien upon the Project, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower part thereof or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not Collateral is at any time encumber initiated, the Administrative Agent will have the right, but not the obligation, to take any property other than action it deems appropriate, including payment of the property financed obligation secured by such Indebtedness (including Lien, and the "products" Borrower will immediately upon demand reimburse the Administrative Agent for all sums expended by the Administrative Agent in taking any such action. Any amount not reimbursed upon demand will bear interest at the Default Rate and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness will be an obligation secured thereby is not increased;
(h) Liens created pursuant to by the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeDocument Liens.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Group Member in conformity with GAAP;
(b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (but specifically excluding Indebtedness described in Section 7.2(f)) incurred in the ordinary course of businessbusiness (other than for indebtedness or any Liens arising under ERISA);
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesGroup Members as a whole;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ) and any Liens granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Restatement Effective Date Closing Date, (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkii) and that the amount of Indebtedness secured or benefitted thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition acquisition, improvement or construction of fixed or capital assets, or any refinancings thereof; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereofIndebtedness, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or sublessor or licensor or sublicensor under any lease or license entered into by the Borrower or any other Subsidiary a Group Member in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(j) judgment, attachment, order or decree Liens that do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management (including but not limited to any security interest or right to set-off arising under articles 24 or 25 respectively of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx)) or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f)(ii), (ii) Liens securing Assumed Indebtednessreimbursement obligations with respect to letters of credit permitted by Section 7.2(f)(ii) that encumber documents and other property relating to such letters of credit, (iii) Liens securing Obligations under any Specified Swap Agreements permitted by Section 7.2(i), and (iv) Liens securing obligations under any other Swap Agreements permitted by Section 7.2(i) not to exceed $15,000,000 notional amount at any time outstanding;
(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2(j);
(n) the replacement, extension or renewal of any Lien permitted by clause (m) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;
(o) the filing of UCC financing statements solely as precautionary measures in connection with operating leases or consignment of goods;
(p) Liens on insurance policies or the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect to such insurance policies;
(q) Liens granted by a Group Member that is not a Loan Party in favor of any Loan Party;
(r) Liens constituting deposits to secure real property lease obligations as a lessee incurred by any Loan Party in the ordinary course of business;
(s) (i) non-exclusive licenses of Intellectual Property granted by or in favor of any Group Member in the ordinary course of business or otherwise not interfering in any material respect with the ordinary course of business and (ii) exclusive licensing of Intellectual Property so long as the revenue attributable to the products (whether or not manufactured, sold or distributed by a Group Member) incorporating such Intellectual Property do not in the aggregate exceed 5% of total revenue of the Group Members in any year;
(t) Liens to secure Indebtedness permitted under Section 7.2(m), provided that such Liens (i) were not incurred in contemplation of Liens, if any, are limited to the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; andAccounts being factored;
(ku) other Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all SubsidiariesGroup Members) $10,000,000 5,000,000 at any one time.; and
(v) Liens in connection with any Intellectual Property escrow agreement in the ordinary course of business.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forfor the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as expressly contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) Liens for taxes Taxes not yet due or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) statutory liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPapplicable Person;
(be) carriers', warehousemen's, mechanics', materialmen's, repairmen's pledges or other like Liens arising deposits in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(df) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 of its Subsidiariesapplicable Person;
(fh) Liens in existence on securing judgments for the Restatement Effective Date listed on Schedule 7.3(fpayment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(gi) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(e) to finance the acquisition of fixed or capital assets, 7.03(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iiiii) the amount of Indebtedness secured thereby does not exceed the cost or fair market value, whichever is not increased;
(h) Liens created pursuant to lower, of the Security Documents;
(i) any interest or title property being acquired on the date of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedacquisition;
(j) Liens securing Assumed Indebtednessexisting solely with respect to cash or deposit account balances used to Cash Collateralize obligations of a Lender to the L/C Issuer, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction accordance with the assumption terms, conditions, and provisions of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionSection 2.03(a)(iii)(E); and
(k) Liens not otherwise securing Indebtedness permitted by this under Section so long as neither (i7.03(h) and Section 7.03(i); provided, however, with respect to any Liens securing subordinate Indebtedness permitted under Section 7.03(h) said Liens shall be subject and subordinate to the aggregate outstanding principal amount Liens granted to the Administrative Agent, for the benefit of the obligations secured thereby nor (ii) Lenders, in connection with the aggregate fair market value (determined as Credit Facilities and shall, in all events, be subject to the terms, conditions, and provisions of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeapplicable Subordination Agreement(s).
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Disclosure Schedule 7.3(f6.3(f), securing Indebtedness permitted by Section 7.2(d6.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e6.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created securing Indebtedness and other obligations incurred under this Agreement, the Loan Documents, the Term Loan Agreement, the Series A Notes, the Series B Notes and the RDL Obligations and granted pursuant to the Collateral Documents and the Junior Current Asset Security DocumentsAgreement;
(i) Liens granted with respect to the EAF Cash Collateral Account and securing Indebtedness and other obligations incurred under the Term Loan Agreement;
(j) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 1 contract
Samples: Revolving Loan Agreement (Wheeling Pittsburgh Corp /De/)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:including on the Collateral, Facilities, or any materials, equipment, or other property used in the Facilities other than any of the following (collectively, “Permitted Liens”):
(a) Liens for taxes not yet due or that are being contested any Lien created in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books favor of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPany Lending Party under any Loan Document;
(b) carriers'any Lien existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, warehousemen'sprovided that: (i) the property encumbered thereby is not changed; (ii) the amount secured or benefited thereby is not increased; (iii) the direct or any contingent obligor with respect thereto is not changed; (iv) the priority of any Liens referenced in Section 7.01(a) are not adversely affected thereby; and (v) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(c) any Lien for tax liabilities, mechanics'assessments and governmental charges or levies not yet due or to the extent that non-payment thereof is permitted by Section 6.04; provided that no notice of lien has been filed or recorded under the Code;
(d) any landlord’s, materialmen'ssupplier’s, repairmen's producer’s, carrier’s, warehouseman’s, mechanic’s, materialman’s, repairman’s or other like Liens Lien arising in the ordinary course of business that are is not overdue for a period of more than 30 thirty (30) days or that are is being contested in good faith and by appropriate proceedingsproceedings timely instituted and diligently conducted, if adequate reserves with respect thereto, if any are required under GAAP, are set aside on the financial statements of the applicable Person;
(ce) pledges any pledge or deposits deposit in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(df) deposits any deposit to secure the performance of bids, trade contracts or leases (other than for borrowed moneyDebt), leases, statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred any sublease of real property in the ordinary course of business and any lease, sublease, easement, right-of-way, encroachment, restriction or other similar encumbrance affecting real property that, in the aggregatewhen aggregated with all other such Liens, are not substantial in amount and that do does not in any case materially detract from the value of the property subject thereto or adversely affect the priority or value of any rights arising from or related to such property, or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Person;
(fh) Liens in existence on any Lien securing a judgment for the Restatement Effective Date listed on Schedule 7.3(f), payment of money not constituting an Event of Default under Section 8.01(h) or securing Indebtedness permitted by Section 7.2(d), provided that no an appeal or other surety bond related to any such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedjudgment;
(gi) Liens securing Indebtedness of any Lien existing on any property prior to the Borrower acquisition thereof by any Loan Party or any other Subsidiary incurred pursuant thereof or existing on any property of any Person that becomes a Subsidiary of a Loan Party after the date hereof prior to Section 7.2(e) to finance the acquisition time such Person becomes a Subsidiary of fixed or capital assets, such Loan Party; provided that that: (i) such Liens shall be Lien is not created substantially simultaneously in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary of a Loan Party, as the acquisition of such fixed or capital assets, case may be; (ii) such Lien shall not apply to any other property or assets of a Loan Party or any Subsidiary thereof; (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary of a Loan Party, as the case may be; and (iv) such Lien does not adversely affect the priority of any Liens do referenced in Section 7.01(a);
(j) subject to the restrictions on Capital Expenditures set forth in Section 7.07, any Lien securing obligations in respect of a capital lease on the assets subject to such lease; provided that such capital lease is otherwise permitted hereunder;
(k) any Lien arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that: (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by any Loan Party or any Subsidiary thereof in excess of those set forth by regulations promulgated by the FRB; and (ii) such deposit account is not intended by a Loan Party or any Subsidiary thereof to provide collateral to the depository institution;
(l) subject to the restrictions on Capital Expenditures set forth in Section 7.07, any Lien securing Debt permitted under Section 7.03(d)(ii) to the extent that the aggregate amount of all Debt at any time outstanding secured by all such Liens does not exceed One Million Five Hundred Thousand Dollars ($1,500,000); provided that: (i) any such Lien does not at any time encumber any property other than the property financed by such Indebtedness the related Debt; and (including ii) the "products" and "proceeds" Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of the acquisition thereof;
(m) the right of a licensee under a license agreement entered into by a Loan Party or any Subsidiary thereof, as each such term is defined licensor, in the Uniform Commercial Code ordinary course of business for the State use of New YorkIntellectual Property or other intangible assets of a Loan Party or any such Subsidiary; provided that, in the case of any such license granted by a Loan Party or any such Subsidiary on an exclusive basis: (i) such Person shall have determined in its reasonable business judgment that such Intellectual Property or other intangible assets are no longer useful in the ordinary course of business; (ii) such license is for the use of Intellectual Property or other intangible assets in geographic regions in which a Loan Party or any Subsidiary thereof does not have material operations or in connection with the exploitation of any product not then produced or planned to be produced by a Loan Party or any Subsidiary thereof; or (iii) such license is granted in connection with a transaction otherwise permitted by this Agreement in which a third party acquires the right to manufacture or sell any product covered by such Intellectual Property or other intangible assets from a Loan Party or such Subsidiary; provided further that, in the case of clauses (ii) and (iii) the amount of Indebtedness secured thereby this subsection (m), a Loan Party or such Subsidiary has determined that it is not increasedin its best economic interest to grant such license;
(hn) Liens created pursuant to the Security Documentsany Lien securing Senior Indebtedness or Subordinated Indebtedness;
(io) any interest or title of Lien securing a lessor under any lease entered into Working Capital Facility, as contemplated by Section 3.05, to the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionextent permitted by Administrative Agent; and
(kp) Liens not otherwise any Lien on cash or certificates of deposit securing one or more letters of credit permitted by this under Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time7.03(l).
Appears in 1 contract
Samples: Loan and Security Agreement (Live Oak Acquisition Corp)
Liens. CreateIncur, incur, assume create or suffer permit to exist any Lien upon pledge, Lien, charge or other encumbrance of any of its property, whether nature whatsoever with respect to any property or assets now owned or hereafter acquiredacquired by the Borrower or any of its Subsidiaries, except for:including without limitation any capital stock of the Borrower or any of its Subsidiaries, other than any of the following (collectively, the "Permitted Liens"):
(a) Liens existing as of the date hereof and as set forth in Schedule 8.7 attached hereto, provided, however, that any such Lien that is released after the date hereof may not thereafter re-attach or otherwise become permitted by this Section 10.2(a);
(b) Liens imposed by law for taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or that which are being contested in good faith by appropriate proceedings, provided that proceedings diligently conducted and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity accordance with GAAP;
(bc) Liens in respect of purchase money Indebtedness permitted to be incurred pursuant to Section 10.1(f)(i) hereof in connection with the acquisition of certain tangible property; provided that (a) the original principal balance of the Indebtedness secured by such Lien constitutes not less than 80% nor more than 100% of the purchase price of the property acquired and (B) such Lien extends only to the property acquired with the proceeds of the Indebtedness so secured;
(d) statutory Liens of landlords who are not subject to a Landlord Waiver and Liens of carriers', warehousemen's, mechanics', materialmen's, repairmen's materialmen and other Liens imposed by law or other like Liens arising created in the ordinary course of business that are and in existence less than 90 days from the date of creation thereof for amounts not overdue for a period of more than 30 days yet due or that which are being contested in good faith by appropriate proceedingsproceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;
(ce) pledges Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security legislation;
(d) deposits benefits or to secure the performance of tenders, bids, trade leases, contracts (other than for borrowed moneythe repayment of Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds obligations and other similar obligations or arising as a result of a like nature incurred in the ordinary course of businessprogress payments under government contracts;
(ef) easementseasements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto (whether or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.not
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the US Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the US Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ; provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the US Borrower or any other Subsidiary of its Subsidiaries incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the US Borrower or any other Subsidiary of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(j) judgment Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionconstitute a Default or Event of Default under Section 8(h) of this Agreement; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the US Borrower and all of its Subsidiaries) $10,000,000 500,000 at any one time.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes taxes, assessments or governmental charges not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, covenants, conditions, restrictions and other similar encumbrances or minor title or survey defects incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f)6.2(f) and any modification, replacement, renewal or extension thereof, securing Indebtedness permitted by Section 7.2(d6.1(f), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" the proceeds or products thereof and "proceeds" thereof, as each such term is defined in accessions thereto) after the Uniform Commercial Code of the State of New York) Closing Date and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e6.1(r) to finance the acquisition acquisition, repair, replacement, construction or improvement of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition or within 180 days of such acquisition, repair, replacement, construction or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including and the "products" proceeds and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkproducts thereof and accessions thereto) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any interest material respect with the business of any Borrower or title any Subsidiary or (B) secure any Indebtedness or (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Borrower or any of its Subsidiaries or by a lessor statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(j) Subject to the Intercreditor Agreement, Liens to secure Indebtedness permitted under any lease entered into Section 6.1(b);
(k) Liens on assets of Foreign Subsidiaries securing Indebtedness of such Foreign Subsidiaries (i) permitted by Section 6.1(g); provided that the aggregate outstanding principal amount of such Indebtedness secured by such Liens shall not exceed the secured Indebtedness set forth on Schedule 6.1(g) as of the Closing Date, or (ii) permitted by Section 6.1(bb);
(l) Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Sections 6.1(j) and 6.1(k); provided that no Lien may be granted on the Collateral to secure such Indebtedness and the aggregate fair market value of the assets subject to such Liens shall not exceed 100% of the amount of any such Indebtedness so secured;
(m) Liens on Receivables, any Related Security and the Other Securitization Assets of the Borrower and any Subsidiary to the extent that such Receivables, Related Security or Other Securitization Assets are subject to the relevant factoring programs and any Permitted Receivables Financing permitted under Section 6.1(h) and (i);
(n) Liens on assets of Halla Climate Control Corporation and its Subsidiaries securing Indebtedness permitted by Section 6.1(n); provided that the aggregate outstanding principal amount of such Indebtedness secured by such Liens shall not exceed $250,000,000; and
(o) Liens securing Indebtedness permitted by Section 6.1(p); provided that such Liens shall only cover Visteon Village and any proceeds and products thereof and are created in connection with the incurrence of such Indebtedness;
(p) Liens securing judgments, decrees or attachments not constituting an Event of Default under Section 7.1(h) so long as such Liens are released or satisfied within 60 days after entry thereof (upon the issuance of an appeal bond or otherwise);
(q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(r) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, or (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(s) 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 date hereof (other than Liens on the equity interests of any Person that becomes a Subsidiary) and any modifications, replacements, renewals or extensions thereof; 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 or products thereof and accessions thereto), and (iii) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extension thereof) is permitted under Section 6.1;
(t) Liens arising from precautionary Uniform Commercial Code financing statement filings (or similar filings) regarding leases entered into by any Borrower or any of its Subsidiaries in the ordinary course of business;
(u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Borrower or any of its Subsidiaries in the ordinary course of business and not prohibited by this Agreement; provided that such Liens only cover the property subject to such arrangements;
(v) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any 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 or suppliers of any Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leasedbusiness;
(jw) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located;
(x) Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;
(y) security given to a public or private utility or any Governmental Authority as required in the ordinary course of business;
(z) pledges or deposits of cash and Cash Equivalents securing Assumed Indebtednessdeductibles, provided that self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of insurance on the ordinary course of business;
(aa) Liens on securities which are subject to repurchase agreements as contemplated in the definition of "Cash Equivalents";
(bb) Liens on goods and the proceeds thereof and title documents relating thereto to secure drawings under letters of credit permitted under Section 6.1(j) used to finance the purchase of such goods;
(cc) Liens on (i) were not incurred in contemplation of premiums, dividends and rebates which may become payable under insurance policies and loss payments which reduce the Permitted Acquisition consummated in conjunction with the assumption of incurred premiums on such Assumed Indebtedness insurance policies and (ii) do not encumber rights which may arise under State insurance guarantee funds relating to any property other than the property acquired pursuant such insurance policy, in each case to such acquisition; andsecure Indebtedness permitted under Section 6.1(z);
(kdd) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor shall not exceed $10,000,000 at any time and (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) shall not exceed $10,000,000 20,000,000 at any one timetime outstanding; and
(ee) Liens on xxxxxxx money deposits of cash or Cash Equivalents made by the Borrower or its Subsidiaries in connection with any Permitted Acquisition.
Appears in 1 contract
Samples: Credit Agreement (Visteon Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings and which do not in the aggregate materially detract from the value of the property subject thereto;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds bonds, credit card merchant agreements and bank cash account management agreements and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower MVWC or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f7.4(f), securing Indebtedness permitted by Section 7.2(d7.3(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower MVWC or any other Subsidiary incurred pursuant to Section 7.2(e7.3(e) to finance the acquisition of fixed or capital assetsassets that do not constitute In-Process Property or Time Share Interests, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower MVWC or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtednesson (1) Time Share Receivables and Related Assets transferred to a Time Share SPV and (2) assets of a Time Share SPV, in either case incurred in connection with a Qualified Securitization Transaction or the Receivables Warehouse Facility;
(k) pledges or deposits of cash or Cash Equivalents made to secure obligations in respect of Swap Agreements permitted hereunder;
(l) Liens on property or Capital Stock of a Person at the time such Person becomes a Subsidiary; provided however, that such Liens (i) were are not created, incurred or assumed in connection with, or in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of of, such Assumed Indebtedness and (ii) do other Person becoming a Subsidiary; provided further, however, that any such Lien may not encumber extend to any other property other than the property acquired pursuant to such acquisition; andowned by a Group Member;
(km) pledges or deposits securing the Singapore L/C;
(n) Liens not otherwise permitted by this Section 7.4 so long as such Liens to do not encumber In-Process Property or Time Share Interests and neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower MVWC and all Subsidiaries) $10,000,000 2,000,000 at any one time;
(o) Liens on Foreign Time Share Receivables securing Indebtedness permitted by Section 7.3(j);
(p) Liens on the monetized notes underlying hypothecations of, or Qualified Securitization Transactions with respect to, Time Share Receivables permitted by Section 7.3(t); and
(q) Liens on the property of a Group Member that is not a Loan Party and pledges of the Capital Stock of such Group Member, in each case to secure Non-Recourse Debt permitted by Sections 7.3(u), (v) or (w).
Appears in 1 contract
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Liens. CreateIncur, incurcreate, assume or suffer permit to exist any Lien upon on any of its propertyproperty or assets (including the stock of any direct or indirect Subsidiary), whether now owned at the date hereof or hereafter acquired, or assign or convey any rights to or security interests in any future revenues, except for:("Permitted Liens"):
(a) Liens for taxes not yet due or that are being contested in good faith incurred and pledges and deposits made by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or any of its SubsidiariesSubsidiaries in the ordinary course of business in connection with workers' compensation, as the case may beunemployment insurance, in conformity with GAAPold-age pensions and other social security benefits;
(b) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's's and vendors' liens and other similar liens, repairmen's or other like Liens arising incurred in good faith in the ordinary course of the business that of the Borrower or any of its Subsidiaries and securing obligations which are not overdue for a period of more than 30 15 days or that which are being contested in good faith by appropriate proceedingsproceedings as to which the Borrower or any of its Subsidiaries, as the case may be, shall, to the extent required by GAAP, applied on a consistent basis, have set aside on its books adequate reserves;
(c) pledges Liens securing the payment of taxes, assessments and governmental charges or deposits levies, that are not delinquent or are being diligently contested in connection with workers' compensationgood faith by appropriate proceedings and as to which reserves have been established in an amount not less than the aggregate amount secured by such Liens (including, unemployment insurance without limitation, the amount of taxes and other social security legislationassessments being contested and any interest and penalties payable in respect thereof), and for which levy and execution has not issued or continues to be stayed, provided, that such Liens do not individually or collectively detract materially from the value of the property of the Person in question or materially impair the use of that property in the operation of its business;
(d) deposits zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, or restrictions on the use of real property of the Borrower or any of its Subsidiaries or minor irregularities of title with respect thereto (and with respect to secure the performance of bidsleasehold interests, trade contracts (other than for borrowed money)mortgages, leases, statutory obligations, surety and appeal bonds, performance bonds Liens and other obligations encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of a like nature incurred the property being leased by the Borrower or its Subsidiaries, but not covering the leasehold interests or any other property of the Borrower and its Subsidiaries, with or without consent of the lessee) which do not in the ordinary course aggregate materially detract from the value of said property or assets or materially impair the use thereof in the operation of its business;
(e) easementsLiens (including any Capitalized Lease to the extent the same is an item of Indebtedness permitted under Section 6.03) originally created to secure payment of a portion of the purchase price or construction costs, rights-of-wayas the case may be, restrictions relating to any real property or equipment or any interest therein, upon such real property, equipment (including furniture and other similar encumbrances incurred in fixtures) or interest therein; provided, that (i) the ordinary course outstanding principal amount of business thatIndebtedness secured by any such Lien does not exceed one hundred percent (100%) of the purchase price actually paid by the Borrower or any of its Subsidiaries (or, in the aggregatecase of a Capitalized Lease, are by the owner) for the real property or equipment or interest therein which is encumbered by such Lien, and/or the construction costs actually incurred by the Borrower or any of its Subsidiaries with respect to the improvements thereto, as the case may be, (ii) the Indebtedness secured by any such Lien (including, in the case of any Capitalized Lease, the Capitalized Lease Obligation in respect of such Capitalized Lease) is permitted under Section 6.03, and (iii) any such Lien does not substantial in amount and that do not in encumber any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of other asset at any time owned by the Borrower or any of its Subsidiaries;
(f) Liens in existence existing on the Restatement Effective Closing Date listed and described on Schedule 7.3(f)6.01 attached hereto, securing Indebtedness permitted by Section 7.2(d)but not the extension, provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code renewal or refunding of the State of New York) and that the amount of Indebtedness secured thereby is not increased(except as permitted as described on Schedule 6.01);
(g) Liens securing Indebtedness created in favor of the Administrative Agent which secure the Obligations, Liens in favor of the American Capital Agent which secure the obligations of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined its Subsidiaries in the Uniform Commercial Code respect of the State American Capital Notes, Liens in favor of New York) Travelers which secure the obligations of the Borrower and (iii) its Subsidiaries in respect of the amount Money Order Agreement, and Liens in favor of Indebtedness secured thereby is not increasedthe Collateral Agent which secure the obligations of the Borrower to the Collateral Agent under the Collateral Agency Agreement;
(h) constitutional, statutory and contractual Liens created pursuant of landlords for sums not yet due and payable; and good-faith pledges or deposits that may not cover any other assets except cash proceeds of such pledges or deposits made to the Security Documents;
secure (i) the Borrower's or any interest Subsidiary's performance of bids, tenders, contracts (except for the repayment of borrowed money), or title of a lessor under any lease entered into by leases, (ii) statutory obligations, surety, or appeal bonds, or indemnity, performance, or other similar bonds benefiting the Borrower or any Subsidiary, or (iii) liabilities to insurance carriers under insurance or self-insurance arrangements and other Subsidiary obligations of a like nature, so long as, in each case such Liens (x) do not secure obligations constituting Indebtedness and (y) are incurred in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionbusiness; and
(ki) Liens not otherwise permitted granted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as ACE Funding pursuant to the Borrower Loan and all Subsidiaries) $10,000,000 at any one timeServicing Agreement.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Parent Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 60 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Parent Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Parent Borrower or any other Subsidiary incurred pursuant to Section 7.2(e7.2(i) to finance or refinance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with with, or within 180 days after, the acquisition of or any refinancings of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Parent Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(ji) Liens securing Assumed Indebtednesson property of any Person that becomes a Subsidiary of the Parent Borrower after the date hereof, provided that such Liens (i) are in existence at the time such Person becomes a Subsidiary of the Parent Borrower and were not incurred created in contemplation of the Permitted Acquisition consummated anticipation thereof;
(j) Liens arising from or upon any judgment or award, provided that such judgment or award is being contested in conjunction with the assumption of good faith by proper appeal proceedings, such Assumed Indebtedness judgment or award is not secured by any Lien which is not discharged within sixty (60) days, and (ii) do not encumber any property other than the property acquired pursuant to such acquisitiononly so long as execution thereon shall be stayed; and
(k) Liens not otherwise permitted by this Section so long as neither (i) securing obligations of the Parent Borrower or any of its Subsidiaries in an aggregate outstanding principal amount not to exceed 5% of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 Consolidated Tangible Net Worth at any one timetime outstanding.
Appears in 1 contract
Samples: Credit Agreement (Genzyme Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(dSections 7.2(b)(i) or 7.2(c)(i), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(eSections 7.2(b)(ii) or 7.2(c)(ii) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;; and
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction connection with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time7.2(a)(iv).
Appears in 1 contract
Samples: Credit Agreement (National Financial Partners Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Group Member in conformity with GAAP;
(b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (but specifically excluding Indebtedness described in Section 7.2(f)) incurred in the ordinary course of businessbusiness (other than for indebtedness or any Liens arising under ERISA);
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesGroup Members as a whole;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ) and any Liens granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Restatement Effective Date Closing Date, (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkii) and that the amount of Indebtedness secured or benefitted thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition acquisition, improvement or construction of fixed or capital assets, or any refinancings thereof; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereofIndebtedness, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or sublessor or licensor or sublicensor under any lease or license entered into by the Borrower or any other Subsidiary a Group Member in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(j) judgment, attachment, order or decree Liens that do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing amounts owing to such banks or financial institutions with respect to cash management and operating account management (including but not limited to any security interest or right to set-off arising under articles 24 or 25 respectively of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging vxx Xxxxxx)) or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(f)(ii), (ii) Liens securing Assumed Indebtednessreimbursement obligations with respect to letters of credit permitted by Section 7.2(f)(ii) that encumber documents and other property relating to such letters of credit, (iii) Liens securing Obligations under any Specified Swap Agreements permitted by Section 7.2(i), and (iv) Liens securing obligations under any other Swap Agreements permitted by Section 7.2(i) not to exceed $22,500,000 notional amount at any time outstanding;
(m) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person, and (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2(j);
(n) the replacement, extension or renewal of any Lien permitted by clause (m) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;
(o) the filing of UCC financing statements solely as precautionary measures in connection with operating leases or consignment of goods;
(p) Liens on insurance policies or the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect to such insurance policies;
(q) Liens granted by a Group Member that is not a Loan Party in favor of any Loan Party;
(r) Liens constituting deposits to secure real property lease obligations as a lessee incurred by any Loan Party in the ordinary course of business;
(s) (i) non-exclusive licenses of Intellectual Property granted by or in favor of any Group Member in the ordinary course of business or otherwise not interfering in any material respect with the ordinary course of business and (ii) exclusive licensing of Intellectual Property so long as the revenue attributable to the products (whether or not manufactured, sold or distributed by a Group Member) incorporating such Intellectual Property do not in the aggregate exceed 7.5% of total revenue of the Group Members in any year;
(t) Liens to secure Indebtedness permitted under Section 7.2(m), provided that such Liens (i) were not incurred in contemplation of Liens, if any, are limited to the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; andAccounts being factored;
(ku) other Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor does not exceed (iias to all Group Members) $20,000,000 at any one time;
(v) Liens in connection with any Intellectual Property escrow agreement in the aggregate fair market value ordinary course of business;
(determined as w) Liens on assets of Non-Loan Parties securing Indebtedness of Non-Loan Parties permitted to be incurred under Section 7.2; and
(x) Liens securing Permitted Ratio Debt, and/or Credit Agreement Refinancing Indebtedness. For purposes of determining compliance with this Section 7.3, in the event that any Lien (or any portion thereof) meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time of incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such Lien (or any portion thereof) in any manner that complies with this covenant on the date such Lien is incurred) of the assets subject thereto exceeds (incurred or such later time, as applicable; provided that all Liens created pursuant to the Borrower Loan Documents on the Closing Date will be deemed to have been incurred in reliance on the exception in Section 7.3(h) above and all Subsidiaries) $10,000,000 at any one timeshall not be permitted to be reclassified pursuant to this paragraph.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower any Loan Party or its Subsidiariesany Excluded Subsidiary, as the case may be, in conformity with GAAPGAAP or in the case of a Subsidiary located outside of the United States, general accounting principles in effect from time to time in its jurisdiction of incorporation;
(b) statutory liens of landlords and carriers', warehousemen's, mechanics', materialmen's, repairmen's repairmen or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, governmental contracts, customs, stay, surety and appeal bonds, performance and/or return of money bonds and completion guarantees or other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case the aggregate materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Company or any of its SubsidiariesSubsidiaries taken as a whole;
(f) (i) Liens in existence on the Restatement Effective Closing Date listed on Schedule 7.3(f), ) securing Indebtedness permitted by Section 7.2(d) and (ii) Liens replacing the Liens set forth on Schedule 7.3(f) securing a refinancing, refunding, renewal or extension of Indebtedness that is permitted pursuant to Section 7.2(d), ; provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date unless otherwise permitted by another provision of this Section 7.3 (in which case, for the avoidance of doubt, such Lien covering any additional property shall be incurred in reliance on such other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code provision of the State of New Yorkthis Section 7.3) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing the Target Notes and any Permitted Refinancing Indebtedness in respect thereof;
(h) Liens arising solely by virtue of any contractual, statutory or common law provisions related to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts and securities accounts;
(i) Liens securing Indebtedness of the Borrower Company or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness unless otherwise permitted by another provision of this Section 7.3 (including in which case, for the "products" and "proceeds" thereofavoidance of doubt, as each such term is defined Lien covering any additional property shall be incurred in the Uniform Commercial Code reliance on such other provision of the State of New Yorkthis Section 7.3) and (iiiii) the amount of Indebtedness secured thereby is not increased;
(hj) Liens created pursuant to the Security Documents;
(k) Liens consisting of judgment or judicial attachment Liens and Liens securing contingent obligations on appeal and other bonds in connection with court proceedings, settlements or judgments; provided that (i) the attachment or enforcement of such Liens would not result in an Event of Default hereunder, (ii) such Liens are being contested in good faith by appropriate proceedings, (iii) no material assets or property of any Loan Party is subject to material risk of loss or forfeiture and (iv) a stay of execution pending appeal or proceeding for review is in effect;
(l) any interest or title of a lessor under any lease entered into by the Borrower Company or any other Subsidiary in the ordinary course of its business and covering only the assets so leased, including any precautionary Uniform Commercial Code filing related thereto;
(jm) Permitted Receivables Financings (including Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of on the assets subject to a Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; andReceivables Financing);
(kn) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Liens incurred by the Borrower Company and all SubsidiariesSubsidiaries pursuant to this clause (n) $10,000,000 at any one timetime in effect) at the time such Lien is incurred the greater of (x) (I) prior to the Spin-Off, $300,000,000 and (II) from and after the Spin-Off, $300,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 17.5% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1;
(o) Liens securing Incremental Equivalent Debt; provided that such Liens shall be subject to (x) with respect to Incremental Equivalent Debt secured on a junior basis to the Obligations, a customary “junior lien” intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and (y) with respect to Incremental Equivalent Debt secured on a pari passu basis with the Obligations, an Applicable Intercreditor Agreement;
(p) Liens on cash, Cash Equivalents, deposit accounts and similar items of Foreign Subsidiaries securing Cash Management Obligations, including obligations in respect of any Cash Pooling Agreement, and Hedge Agreements and guarantees by the Company or any of its Subsidiaries of such Cash Management Obligations, Hedge Agreements or other obligations (it being understood that the Company and the Domestic Subsidiaries may not provide a security interest in the Collateral or their other assets for Cash Management Obligations, obligations under any Cash Pooling Agreement or Hedge Agreements to benefit Foreign Subsidiaries except to the extent the secured party is a Lender (or any Affiliate of a Lender));
(q) Liens on up to the greater of (x) (I) prior to the Spin-Off, $75,000,000 and (II) from and after the Spin-Off, $75,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 4.0% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 of cash collateral securing obligations to issuing banks in respect of banker’s acceptances issued through the Company, its Subsidiaries or any joint ventures thereof in the People’s Republic of China;
(r) Liens on the Xxxx County Facility and related assets in connection with the Xxxx County Facility IDB Transaction;
(s) Liens on Company Stock;
(t) Liens on assets of a Special Purpose Finance Subsidiary to secure Indebtedness incurred by such Special Purpose Finance Subsidiary;
(u) matters expressly listed as exceptions to title or subordinate matters in the Administrative Agent’s title insurance policies for such Mortgaged Properties;
(v) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted Refinancing Indebtedness in respect of any of the foregoing permitted hereunder, and any Guarantee Obligations by the Guarantors in respect thereof; provided that (x) any such Liens securing any Permitted Pari Passu Secured Refinancing Debt or Permitted Refinancing Indebtedness in respect thereof (and Guarantee Obligations by the Guarantors in respect thereof) are subject to an Applicable Intercreditor Agreement between or among the Administrative Agent and the representatives for the holders of such Permitted Pari Passu Secured Refinancing Debt or Permitted Refinancing Indebtedness in respect thereof in form and substance reasonably satisfactory to the Administrative Agent and (y) any such Liens securing any Permitted Junior Secured Refinancing Debt or Permitted Refinancing Indebtedness in respect thereof (and Guarantee Obligations by the Guarantors in respect thereof) are subject to a “junior lien” intercreditor agreement between or among the Administrative Agent and the representatives for the holders of such Permitted Junior Secured Refinancing Debt or Permitted Refinancing Indebtedness in respect thereof in form and substance reasonably satisfactory to the Administrative Agent;
(w) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(x) Liens (i) on cash or Cash Equivalents advanced in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.8 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.5 (or, to dispose of any property in a transaction not constituting a Disposition hereunder to the extent such transaction is otherwise permitted under this Agreement);
(y) Liens on property or assets acquired by a Loan Party or on property or assets of any Person which becomes a Subsidiary of a Loan Party, in any such case existing at the time of the acquisition thereof (including acquisition through merger or consolidation) and not incurred in contemplation of such acquisition;
(z) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;
(aa) (i) Liens on the Capital Stock of a Joint Venture securing obligations of such Joint Venture that are otherwise permitted under this Agreement and (ii) customary options, put and call arrangements, rights of first refusal and similar rights relating to such Joint Venture under its joint venture agreement;
(i) deposits made or other security provided to secure liabilities to insurance brokers, insurance carriers under insurance or self-insurance arrangements in the ordinary course of business and (ii) Liens on insurance policies and the proceeds thereof securing the financing of insurance premiums with respect thereto to the extent permitted hereunder;
(cc) Liens on cash deposits in an aggregate amount not to exceed $50,000,000 securing any Hedge Agreement permitted hereunder;
(dd) Liens on assets other than the Collateral securing Indebtedness pursuant to Section 7.2(aa);
(ee) Liens in favor of any Governmental Authority to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(ff) Liens created in the ordinary course of business in favor of banks and other financial institutions on credit balances of any bank accounts of any Loan Party held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest setoff arrangements in respect of such bank accounts in the ordinary course of business;
(gg) Liens arising from leases, subleases or licenses granted to others which do not interfere in any material respect with the business of any Loan Party;
(hh) Liens securing Indebtedness permitted by Section 7.2(cc) (provided that such Liens are limited to the shares or assets of the applicable Turkish Joint Venture and do not apply to any other assets) or (ee);
(ii) Liens in connection with a Permitted Sale/Leaseback; provided that any such Lien shall encumber only the property interest subject to such Permitted Sale/Leaseback; and
(jj) Liens securing Indebtedness permitted by Section 7.2(gg); provided that such Liens shall extend solely to the property of Spinco and its Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Tenneco Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(ih) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(i) Liens securing the Senior Notes pursuant to the Collateral Agreement;
(j) Liens securing Assumed Indebtedness, provided that arising out of the Receivables Financing;
(k) any Lien existing on any asset of any Person at the time such Liens (i) were Person becomes a Subsidiary and not incurred created in contemplation of such event;
(l) any Lien existing on any asset prior to the Permitted Acquisition consummated acquisition thereof by the Borrower or a Subsidiary and not created in conjunction with the assumption contemplation of such Assumed acquisition;
(m) any Lien arising out of the refinancing, replacement, renewal or refunding of any Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionpermitted under Section 7.2(k); and
(kn) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds does not exceed (as to the Borrower and all Subsidiaries) $10,000,000 225,000,000 at any one time.
Appears in 1 contract
Liens. Create, incurBorrower will not create, assume or suffer to exist any Lien upon any of its propertyproperty or assets, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes (including ad valorem taxes), assessments or other governmental charges or levies not yet due or that which are being actively contested in good faith by appropriate proceedings, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity accordance with GAAP;
; (b) statutory Liens of landlords and Liens of carriers', warehousemen's, mechanics', materialmen's, repairmen's or materialmen and other like Liens arising imposed by law created in the ordinary course of business that are for amounts not overdue for a period of more than 30 days yet due or that which are being contested in good faith by appropriate proceedings;
, if adequate reserves with respect thereto are maintained on the books of Borrower in accordance with GAAP; (c) pledges Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security legislation;
(d) deposits benefits or obligations or to secure the performance of bids, trade contracts (other than for borrowed money), leasestenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtednessobligations, provided that such Liens (i) were not incurred in contemplation connection with the borrowing of money or the obtaining of advances; (d) zoning ordinances, easements, licenses, restrictions on the use of real property and minor irregularities in title thereto which do not materially impair the use of such property in the operation of the Permitted Acquisition consummated in conjunction with business of Borrower or the assumption value of such Assumed Indebtedness and property; (iie) do not encumber inchoate Liens arising under ERISA to secure current service pension liabilities as they are incurred under the provisions of Plans from time to time in effect; (f) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property other than of Borrower, or to use such property in a manner which does not materially impair the use of such property acquired pursuant to such acquisitionfor the purposes for which it is held by Borrower; and
(kg) Liens not otherwise permitted by this Section so long as neither created under the Security Documents or other Liens in favor of Lender; (ih) the aggregate Liens outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date hereof and which secure the First Port City Bank Indebtedness so long as such Lien is incurredLiens do not attach to any of Borrower's Accounts Receivable or Inventory; and (i) Liens outstanding on the Closing Date and which are set forth on the UCC search report of the assets subject thereto exceeds (Credit Parties attached hereto as to the Borrower and all Subsidiaries) $10,000,000 at any one time.Exhibit C.
Appears in 1 contract
Samples: Credit Agreement (Lynch Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:the following (collectively, the “Permitted Liens”):
(a) Liens for taxes taxes, assessments, charges or other governmental levies not yet due overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings or not required to be paid pursuant to Section 6.3, which proceedings (or orders entered into in connection with such proceedings, ) have the effect of preventing the forfeiture or sale of the property subject to any such lien; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, vendors’, laborers’ or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 60 days or that are being contested in good faith by appropriate proceedingsproceedings for which adequate reserves have been established in accordance with GAAP or the failure to pay could not result in a Material Adverse Effect;
(c) Liens arising out of pledges or deposits in connection with workers' ’ compensation, unemployment insurance insurance, old age pensions and other social security legislationor retirement benefits or other similar legislation and deposits securing liability insurance carriers under insurance or self insurance arrangements;
(d) deposits to secure the performance of bids, tenders, franchises, trade contracts (other than for borrowed money), leases, statutory obligations, contractual or warranty obligation, surety and appeal and custom bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business;
(e) easements, rights-of-way, zoning restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries, taken as a whole;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ) and replacements and renewals thereof; provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedClosing Date;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary of its Subsidiaries incurred pursuant to Section 7.2(e) to finance the acquisition or construction of new equipment, fixed assets or capital assets, real property or the repair or improvement thereof or the refinancing of real property; provided that (i) such Liens and the Indebtedness secured thereby shall be created substantially simultaneously with within 270 days after the acquisition acquisition, construction, repair or improvement of such new equipment, fixed or capital assets, assets or real property or improvements thereto and (ii) such Liens do not at any time encumber any property other than the equipment, fixed or capital assets or real property (or the real property improved by such improvements) financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedIndebtedness;
(h) Liens created pursuant to the Security Documents;
(i) contractual or statutory Liens of landlords and Liens of suppliers (including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business;
(j) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions whether arising by contract or operation of law, incurred in the ordinary course of business so long as such deposits are not intended to be collateral for any obligations;
(k) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition;
(l) Liens arising from precautionary UCC financing statements regarding operating leases not constituting Indebtedness or consignments;
(m) Liens securing Indebtedness incurred under Section 7.2(g) on property or assets acquired pursuant to a Permitted Acquisition or any other Investment referred to in Section 7.02(g), 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 permitted Investment; provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or permitted Investment and do not attach to any other asset of the Borrower or any of its Subsidiaries;
(n) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(o) Liens incurred in connection with the purchase, storage or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller, xxxxxx or shipper of such goods or assets;
(p) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods;
(q) Liens arising out of judgments, decrees or awards not constituting an Event of Default under Section 8(g);
(r) any interest or title of a licensor, sublicensor, lessee or sublessee, lessor or sublessor, in each case under any license or lease entered into by the Borrower or any other Subsidiary agreement in the ordinary course of its business and covering only the assets so leasedbusiness;
(js) licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;
(t) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation which arise under Article 4 of the Permitted Acquisition consummated UCC on items in conjunction with the assumption of such Assumed Indebtedness collection and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; anddocuments and proceeds related thereto;
(ku) Liens not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds does not exceed (as to the Borrower and all Subsidiaries) $10,000,000 5,000,000 at any one timetime outstanding;
(v) Liens (i)(A) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.8(g), (r), (s), (u), (w), (x) or (y) or (B) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(w) Liens securing renewals, extensions, modifications and replacement of any Indebtedness secured by a Lien permitted under Section 7.3(g), (m) or (n) so long as (i) such Indebtedness is not increased (other than in connection with the payment of any fees, expenses, premiums or accrued interest in connection therewith), (ii) such renewal, extension, modification or replacement is not secured by additional assets, and (iii) such Lien otherwise complies with all stated conditions applicable thereto under this Section 7.3;
(x) Liens encumbering customary initial deposits and margin deposits and similar Liens and deposits attaching to commodity trading accounts or other brokerage accounts;
(y) Liens arising by operation of law under Article 2 of the UCC (or, with respect to the assets of any Foreign Subsidiary of the Parent, any similar laws of its jurisdiction of incorporation or formation) in favor of a reclaiming seller of goods or buyer of goods;
(z) Liens on deposit accounts or securities accounts in connection with over-draft protection and netting services in the ordinary course of business;
(aa) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Borrower or any Subsidiary in the ordinary course of business;
(bb) Liens on property rented to, or leased by, Borrower or any Subsidiary pursuant to a sale and leaseback transaction; provided that (i) such sale and leaseback transaction is otherwise permitted under the Loan Documents and (ii) such Liens do not encumber any other property of Borrower or any Subsidiary;
(cc) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Borrower or any of its Subsidiaries, including rights of offset and set-off, in each case granted in the ordinary course of business;
(dd) Liens on assets of any Subsidiary of the Borrower that is not a Guarantor securing Indebtedness incurred pursuant to Section 7.2(h) or (v);
(ee) Liens in favor of the Borrower or a Subsidiary Guarantor on assets of any Subsidiary of the Borrower that is not a Guarantor;
(ff) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property being purchased using such letters of credit and products and proceeds thereof, so long as the Liens are extinguished when such property is delivered to the Borrower or the applicable Subsidiary; and
(gg) Liens on Capital Stock of Unrestricted Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Radiation Therapy Services Holdings, Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens for taxes not yet due or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bc) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(cd) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(de) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyDebt), leases, statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(ef) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedapplicable Person;
(g) Liens securing Indebtedness of existing on Property acquired by the Borrower or any other Subsidiary incurred pursuant of its Subsidiaries prior to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the its acquisition of such fixed Property or capital assetsexisting on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (iig) such shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens do not permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time encumber any property other than on or after the property financed by date on which such Indebtedness (including the "products" and "proceeds" thereofLien is created, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increasedassumed or incurred;
(h) purchase money liens or purchase money security interests upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the purpose of financing the acquisition of such Property, and deposits to secure surety bonds related to judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens created pursuant to permitted by this paragraph (h) shall not, when combined with the Security Documentsaggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred;
(i) judgment Liens not giving rise to an Event of Default;
(j) Liens reserved in or exercisable under any lease or sublease to which the Borrower or any of its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof;
(k) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(jl) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in contemplation the ordinary course of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionbusiness; and
(km) Nonconsensual Liens not otherwise permitted in favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by this Section so long as neither (i) such banking institutions in the aggregate outstanding principal amount ordinary course of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timebusiness.
Appears in 1 contract
Liens. Create, incur, assume or suffer permit to exist any Lien upon on any of its property, properties or assets whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its SubsidiariesSubsidiary, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) (i) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies, in each case payable to insurance carriers that provide insurance to the Borrower or any of its Subsidiaries;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(e) matters of record affecting title to any owned or leased real property and survey exceptions, easements, rights-of-way, licenses, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f)6.1(f) and any modifications, replacements, renewals or extensions thereof, securing Indebtedness permitted by Section 7.2(d6.4(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereofClosing Date, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedincreased and there is no change in any direct or contingent obligor;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary of its Subsidiaries incurred pursuant to Section 7.2(e6.4(e) to finance the acquisition acquisition, repair, improvement or construction of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with within 180 days of the acquisition acquisition, repair, improvement or construction of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.
Appears in 1 contract
Samples: Credit Agreement (Gannett Co., Inc.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the applicable Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which secure payment of obligations (other than Indebtedness) that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the applicable Borrower in conformity with GAAP;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance (other than ERISA) and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesBorrower;
(fe) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d7.3(e), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereofexcept for additional property in the nature of improvements to property already subject to any such Lien or additions to accounts receivable or inventory, as each the case may be, already subject to such term is defined in the Uniform Commercial Code of the State of New YorkLien) and that that, if securing Indebtedness, the principal amount of Indebtedness secured thereby is not increased;
(gf) Liens securing Indebtedness of the Borrower ASC or any other Subsidiary incurred pursuant to Section 7.2(e7.2(c) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including except for additional property in the "products" and "proceeds" thereofnature of improvements to property already subject to any such Lien or additions to accounts receivable or inventory, as each the case may be, already subject to such term is defined in the Uniform Commercial Code of the State of New YorkLien) and (iii) the amount of Indebtedness secured thereby is not increased;
(hg) Liens created pursuant to the Security Documents;
(ih) any interest or title of a lessor under any lease entered into by the any Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(i) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(j) Liens securing Assumed Indebtedness(other than judgments and awards) created by or resulting from any litigation or legal proceeding which has not yet resulted in an Event of Default, provided that the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings satisfactory to the Administrative Agent and adequate reserves with respect thereto are maintained on the books of the applicable Borrower in conformity with GAAP;
(k) possessory Liens in favor of securities intermediaries, commodity intermediaries, brokers and dealers arising in connection with the acquisition or disposition of Investments of the type permitted by Section 7.8(b), provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of attach only to such Assumed Indebtedness Investments and (ii) do secure only obligations incurred in the ordinary course of business of the relevant Borrower and arising in connection with the acquisition or disposition of such Investments and not encumber any property other than the property acquired obligation in connection with margin financing;
(l) leases permitted by Section 7.5;
(m) Liens on Collateral securing Indebtedness incurred pursuant to such acquisitionSection 7.2(g), subject to the Intercreditor Agreement; and
(kn) Liens not otherwise permitted by this Section so long as neither (i) on insurance policies and the aggregate outstanding principal amount proceeds thereof securing the financing of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeinsurance premiums with respect thereto.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens created after the Closing Date to secure the Obligations;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any replacements, renewals or extensions thereof (including if an early buy-out option is exercised in connection with a sale-leaseback arrangement listed on Schedule 7.01, then the subsequent sale-leaseback of such vessel shall be considered a renewal), provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed;
(c) Liens for taxes taxes, assessments and other governmental charges or levies not yet due delinquent, or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower applicable Person in accordance with GAAP or its Subsidiaries, as secure amounts that are not material to the case may be, in conformity with GAAPvalue of the properties to which such Liens attach;
(bd) Liens imposed by Law including, without limitation, landlord’s, carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens and maritime liens and privileges, in each case, arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or secure amounts that are not material to the value of the properties to which such Liens attach;
(ce) maritime attachments and seizures in respect of maritime claims (i) for which a bond, letter of credit or other security is provided within 45 days of receipt of notice of such attachment or seizure and (ii) which would not reasonably be expected to have a Material Adverse Effect;
(f) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security laws or similar legislation, other than any Lien imposed by ERISA;
(dg) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eh) Liens incidental to the conduct of business and the ownership of property and assets including, without limitation, ground leases, leases of office space, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that affecting real property which do not in any case the aggregate materially detract from the value of the property subject thereto or materially interfere with impair the use of such property in the ordinary conduct operation of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documentsapplicable Person;
(i) any interest or title Liens securing judgments for the payment of a lessor money not constituting an Event of Default under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedSection 8.01(h);
(j) Liens securing Assumed Indebtednesson property, provided other assets or shares of stock of a Person at the time such Person becomes a Subsidiary (or at the time any Borrower or a Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into any Subsidiary); provided, that such Liens (i) were are not created, incurred or assumed in contemplation anticipation of the Permitted Acquisition consummated or in conjunction connection with the assumption such other Person becoming a Subsidiary (or such acquisition of such Assumed Indebtedness property, other assets or stock); and (ii) do not encumber extend to any property assets other than the property specific property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) encumbered by such Liens on the date that such property, other assets or stock is acquired pursuant to or such acquisition; andPerson is merged into or consolidated with any Borrower or any of its Subsidiaries or otherwise becomes a Subsidiary of a Borrower;
(k) Liens not otherwise permitted by this Section so long as neither (i) of a collecting bank arising under Section 4-210 of the aggregate outstanding UCC on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(l) Liens in respect of any Synthetic Lease Obligations, but solely to the extent such Synthetic Lease Obligations do not constitute Priority Debt;
(m) Liens in respect of the Sale-Leaseback Arrangements, but solely to the extent such Sale-Leaseback Arrangements do not constitute Priority Debt;
(n) Liens on assets or property of any Subsidiary (other than any Loan Party) securing Indebtedness or other obligations of such Subsidiary owing to the Borrowers or another Subsidiary;
(o) Liens resulting from extensions, renewals or replacements of the Liens permitted by clauses (b) and (j) provided that (i) there is no increase in the original principal amount of the obligations debt secured thereby nor and (ii) any new Lien attaches only to the same property that was subject to the earlier Lien;
(p) construction or inchoate Liens securing progress payments on vessels under construction;
(q) Liens on fixed or capital assets acquired, constructed or improved by the Borrowers or any Subsidiary to secure or provide for all or a portion of the purchase price or cost of such acquisition, construction or improvement; provided that (A) such Liens and the Indebtedness secured thereby are incurred within 180 days prior to or within 180 days after such acquisition or the completion of such acquisition, construction or improvement, (B) the Indebtedness secured thereby does not exceed by more than a de minimis amount the cost of acquiring, constructing or improving such fixed or capital assets and (C) such Liens shall not apply to any other property or assets of the Borrowers or any Subsidiary;
(r) Liens securing obligations and other liabilities arising in the ordinary course of business; provided that such obligations and liabilities do not constitute Indebtedness; and provided further that the aggregate fair market book value (determined as of the date such Lien is incurred) of the assets that are subject thereto exceeds (as to the Borrower and all Subsidiaries) such Liens shall not exceed $10,000,000 at any time; and
(s) Liens on existing and future assets covered by financing arrangements, including lease financing arrangements which would be characterized as capitalized leases in accordance with GAAP; provided, however, that the sum, without duplication, of the aggregate amount of (A) all Indebtedness secured by any Liens permitted pursuant to this Section 7.01(s) plus (B) all Indebtedness permitted pursuant to Section 7.02(e) at any one timetime outstanding shall not exceed 20% of Consolidated Stockholders’ Equity.
Appears in 1 contract
Samples: Credit Agreement (Tidewater Inc)
Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its propertyProperty, whether now owned or hereafter acquired, except forexcept:
(a) Liens created pursuant to the Security Documents;
(b) Liens in existence on the Closing Date and listed in Part B of Schedule I (excluding, however, Liens securing Indebtedness to be repaid with the proceeds of the initial Loans, as indicated on Schedule I);
(c) Liens imposed by any governmental authority for taxes taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings, provided that proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or its the affected Subsidiaries, as the case may be, in conformity accordance with GAAP;
(bd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedingsproceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under clause (k) of Section 10;
(ce) pledges or deposits in connection with workers' under worker's compensation, unemployment insurance and other social security legislation;
(df) deposits to secure the performance of bids, trade contracts (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eg) 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 the use of Property or minor imperfections in title thereto that, in the aggregate, are not substantial material in amount amount, and 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;; and
(fh) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property upon real and/or tangible personal Property acquired after the Restatement Effective Closing Date (other than "products" and "proceeds" thereofby purchase, as each such term is defined in the Uniform Commercial Code of the State of New Yorkconstruction or otherwise) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of by the Borrower or any other Subsidiary of its Subsidiaries, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing Indebtedness representing, or incurred pursuant to Section 7.2(efinance, refinance or refund, the cost (including the cost of construction) to finance the acquisition of fixed or capital assets, such Property; provided that (i) no such Liens Lien shall be created substantially simultaneously with extend to or cover any Property of the acquisition of Borrower or such fixed or capital assets, Subsidiary other than the Property so acquired and improvements thereon and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the principal amount of Indebtedness secured thereby is by any such Lien shall not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation exceed 80% of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (as determined as in good faith by a Financial Officer of the date such Lien is incurredBorrower) of such Property at the assets subject thereto exceeds time it was acquired (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeby purchase, construction or otherwise).
Appears in 1 contract
Samples: Credit Agreement (International Telecommunication Data Systems Inc)
Liens. CreateNotwithstanding anything herein to the contrary, incurthe Issuer will not, assume and will not cause or permit any of its Subsidiaries to, create, incur or suffer to exist exist, any Lien upon any in, of or on its property, or their Property (whether now owned or hereafter acquired, or upon any income, profits or proceeds therefrom), except for:the following (“Permitted Liens”):
(a) Subject to Section 8.1(g) hereof, Liens for taxes Taxes, assessments or governmental charges or levies on its Property if the same shall not yet at the time be delinquent, or are being contested in good faith and by appropriate proceedings or procedures and for which adequate reserves in accordance with IFRS shall have been set aside on its books, so long as the Issuer’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’ liens and other similar Liens arising in the ordinary course of business which secure payment of obligations not more than 30 days past due or that which are being contested in good faith by appropriate proceedings, provided that proceedings and for which adequate reserves in accordance with respect thereto are maintained IFRS shall have been set aside on the books of the Borrower or its Subsidiariesbooks, so long as the case may beIssuer’s or Subsidiary’s title to, in conformity with GAAPand its right to use, its Properties are not materially adversely affected thereby;
(bi) carriers'Utility easements, warehousemen'sbuilding 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, mechanics', materialmen's, repairmen's or other like Liens arising as arise in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in secure any case monetary obligations and do not materially detract from the value of the affected property subject thereto or interfere with the ordinary course of business of the Issuer or any Subsidiary and (ii) minor defects in title, in each case, which do not materially interfere with the conduct of the Issuer’s and its Subsidiaries’ business or the utilization thereof in the business of the Issuer or its Subsidiaries;
(d) Liens existing on the date hereof and described in Schedule 9.4, including the extensions or replacements thereof;
(e) Liens securing obligations that do not exceed $2,500,000 at any one time outstanding;
(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 Issuer 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) [reserved];
(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 Issuer or its Subsidiaries, in each case as otherwise permitted under Section 9.4 hereof and entered into in the ordinary course of the Issuer’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 Issuer or any of its 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 Issuer 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;
(fm) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), Collateral securing Indebtedness permitted by Section 7.2(d9.2(c), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(gn) Liens on Property of the Issuer or its Subsidiaries not constituting Collateral securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted by Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased9.2(d);
(ho) Liens created pursuant to on the Security Documents;
(i) any interest or title of a lessor under any lease entered into Collateral securing Indebtedness permitted by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionSection 9.2(e); and
(kp) Liens not otherwise on the Working Capital Assets constituting Collateral securing Indebtedness permitted by this Section so long as neither (i9.2(g) the aggregate outstanding principal amount and Section 9.2(h), which Liens shall be senior in right of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as security to the Borrower Liens on the Collateral securing the Obligations, provided, that the Collateral Agent shall have entered into an Intercreditor Agreement in form and all Subsidiaries) $10,000,000 at any one timesubstance satisfactory to the Collateral Agent and the Majority Holders.
Appears in 1 contract
Samples: Note Purchase Agreement (Bioceres Crop Solutions Corp.)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in conformity with to the extent required by GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 60 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, supplier and other trade contracts (other than for borrowed money), leases, statutory obligationsobligations (other than for borrowed money), leases, statutory obligations (other than any such obligation imposed pursuant to Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA), surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;
(f) Liens in existence on the Restatement Effective Closing Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d7.2(e), ; provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedincreased (other than, in the case of Permitted Refinancing Indebtedness, by any Additional Permitted Amount);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary Group Member incurred pursuant to Section 7.2(e7.2(f) to finance the acquisition of fixed or capital assets, assets (and any Permitted Refinancing Indebtedness in respect thereof); provided that (i) such Liens shall be created substantially simultaneously with within 180 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including and the "products" proceeds and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) products thereof and (iii) the amount of Indebtedness secured thereby is not increased; provided further that in the event that purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person;
(hi) Liens on the Collateral created pursuant to the Security DocumentsDocuments (or any ABL Security Documents (as defined in the Intercreditor Agreement)), (ii) Liens on cash granted in favor of any Lenders and/or the Issuing Lender created as a result of any requirement to provide cash collateral pursuant to this Agreement and (iii) subject to the Intercreditor Agreement, Liens on the Collateral created pursuant to the Term Loan Security Documents (or any Term Loan Security Documents (as defined in the Intercreditor Agreement));
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary Group Member in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtednesssolely on any xxxx xxxxxxx money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement relating to a Permitted Acquisition;
(k) Liens in favor of any Loan Party so long as (in the case of any Lien granted by a Loan Party) such Liens are junior to the Liens created pursuant to the Security Documents;
(l) Liens arising from filing Uniform Commercial Code or personal property security financing statements (or substantially equivalent filings outside of the United States) regarding leases;
(m) any option or other agreement to purchase any asset of any Group Member, the purchase, sale or other disposition of which is not prohibited by Section 7.5;
(n) Liens arising from the rendering of an interim or final judgment or order against any Group Member that does not give rise to an Event of Default;
(o) Liens on property (including Capital Stock) existing at the time of the permitted acquisition of such property by any Group Member to the extent the Liens on such assets secure Indebtedness permitted by Section 7.2(o) or other obligations permitted by this Agreement; provided that such Liens attach at all times only to the same assets or category of assets that such Liens (other than after acquired property that is affixed or incorporated into the property covered by such Lien) attached to, and secure only the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness in respect thereof permitted by Section 7.2(o)) that such Liens secured, immediately prior to such permitted acquisition; provided further, that such Liens are not created in connection with, or in contemplation of, such acquisition;
(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any other Restricted Subsidiary in the ordinary course of business and permitted by this Agreement;
(q) non-exclusive licenses, sublicenses, leases and subleases of Intellectual Property of any Group Member in the ordinary course of business;
(r) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(s) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(t) Liens on premium refunds granted in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums;
(u) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and securities accounts and other financial assets maintained with a securities intermediary; provided that such deposit accounts or funds and securities accounts or other financial assets are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by the Borrower or any Restricted Subsidiary in excess of those required by applicable banking regulations;
(v) Xxxxx (i) were not incurred on cash advances in contemplation favor of the Permitted Acquisition consummated seller of any property to be acquired in conjunction with an Investment permitted pursuant to Section 7.7 to be applied against the assumption purchase price for such Investment or (ii) consisting of an agreement to dispose of any property in a Disposition permitted by Section 7.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Assumed Lien;
(w) Liens of any Restricted Subsidiary that is not a Loan Party securing Indebtedness incurred pursuant to Section 7.2(s);
(x) Liens on the Collateral securing Incremental Equivalent Indebtedness constituting Permitted Additional Junior Lien Indebtedness or any Permitted Refinancing Indebtedness in respect thereof; provided that the Liens on the Collateral securing the Permitted Additional Junior Lien Indebtedness or any such Permitted Refinancing Indebtedness shall be (i) junior, with respect to the ABL Priority Collateral, to the Liens on the Collateral securing the Obligations and (ii) do not encumber any property subject to the Intercreditor Agreement or such other than intercreditor agreement in form and substance reasonably satisfactory to the property acquired pursuant to such acquisition; andAdministrative Agent;
(ky) Liens that arise or may be deemed to arise from any Permitted Receivables Facility that extend only to the accounts receivable subject thereto;
(z) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Group Members) the greater of (i) $150,000,000 and (ii) 45.0% of Consolidated EBITDA for the most recently ended Reference Period; and
(aa) Liens on property purportedly rented to, or leased by, the Borrower or any of its Restricted Subsidiaries pursuant to a sale and leaseback transaction permitted under Section 7.10; provided that (i) such Liens do not encumber any other property of the Borrower or its Restricted Subsidiaries and (ii) such Liens secure only Indebtedness permitted under Section 7.2(x). For purposes of determining compliance with this Section 7.3, in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria for more than one of the categories of Liens described in clauses (a) through (z) above, the Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all Subsidiaries) $10,000,000 or a portion of such Lien in a manner that complies with this Section 7.3 and will only be required to include the amount and type of such Lien in one or more of the above clauses; provided that all Liens securing Indebtedness outstanding under the Loan Documents and the Term Loan Credit Agreement, and, in each case, any Permitted Refinancing thereof, will at any one timeall times be deemed to be outstanding in reliance only on the exception in Section 7.3(h).
Appears in 1 contract
Liens. Create, incurNeither the Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien upon on any of its property, whether asset now owned or hereafter acquiredacquired by it, except forexcept:
(ai) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books favor of the Borrower or its Subsidiaries, as Collateral Agent pursuant to the case may be, Revolver and (ii) Liens in conformity with GAAPfavor of the Collateral Agent pursuant to this Agreement;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising any Lien existing on any specific fixed asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in the ordinary course contemplation of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingssuch event;
(c) pledges any Lien on any specific fixed asset of any corporation existing at the time such corporation is merged or deposits consolidated with or into the Company or a Consolidated Subsidiary and not created in connection with workers' compensation, unemployment insurance and other social security legislationcontemplation of such event;
(d) deposits any Lien existing on any specific fixed asset prior to secure the performance acquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businesssuch acquisition;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in Liens securing Debt owing by any Subsidiary to the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesCompany;
(f) Liens in existence on any Lien arising out of the Restatement Effective Date listed on Schedule 7.3(f)refinancing, securing Indebtedness extension, renewal or refunding of any Debt secured by any Lien permitted by Section 7.2(d)any of the foregoing paragraphs of this Section, provided that no (i) such Lien Debt is spread to cover not secured by any additional property after the Restatement Effective Date assets, and (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkii) and that the amount of Indebtedness such Debt secured thereby by any such Lien is not increased;
(g) Liens securing Indebtedness incidental to the conduct of its business or the Borrower ownership of its assets (including, without limitation, and so long as they are Permitted Encumbrances if they affect Collateral, landlord liens and statutory liens of carriers, warehousemen, mechanics, materialmen and other liens imposed by law, created in the ordinary course of business for amounts not yet due or any other Subsidiary which are being contested in good faith by appropriate proceedings or with respect to which adequate reserves under GAAP are being maintained, and which were not incurred pursuant to Section 7.2(ein connection with the borrowing of money) to finance the acquisition of fixed or capital assets, provided that which (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, do not secure Debt and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code aggregate materially detract from the value of its assets or materially impair the State use thereof in the operation of New York) and (iii) the amount of Indebtedness secured thereby is not increasedits business;
(h) Permitted Purchase Money Liens created pursuant to the Security Documentssecuring Purchase Money Debt;
(i) any interest or title of a lessor under any lease entered into Liens permitted by the Borrower or any other Subsidiary Section 9.17 in the ordinary course of its business and covering only the assets so leasedconnection with Permitted Factoring Arrangements;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation Debt of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisitionForeign Subsidiaries permitted by Section 9.12; and
(k) Liens not otherwise permitted Deposits required by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timelandlords, government agencies or public utilities.
Appears in 1 contract
Samples: Note Agreement (Guilford Mills Inc)
Liens. CreateIncur, incurcreate, make, assume or suffer to exist any Lien upon on any of its propertytheir respective assets (including, whether without limitation, the capital stock of any Subsidiary of the Company) now owned or hereafter acquiredowned, except forother than:
(a) Liens existing on the date hereof as set forth on Schedule 7.02 attached hereto; provided that any extension, renewal or replacement of such Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase;
(b) Liens for taxes taxes, assessments or other governmental charges or levies not yet due delinquent or that which are being contested in good faith by appropriate proceedings; provided, provided however, that adequate reserves with respect thereto are maintained on the books of the Borrower Company in accordance with Generally Accepted Accounting Principles, and provided further that no notice of lien has been filed or its Subsidiaries, as recorded under the case may be, in conformity with GAAPCode;
(bc) statutory Liens of landlords and Liens of carriers', warehousemen's, mechanics', materialmen's, repairmen's suppliers or other like Liens similar Liens, in each case, arising in the ordinary course of business that are and not overdue for a period of more than 30 thirty (30) days or that which are being contested in good faith and by appropriate proceedings;
(c) pledges , which proceedings have the effect of preventing the forfeiture or deposits in connection with workers' compensation, unemployment insurance and other social security legislationsale of the property subject thereto;
(d) Liens incurred or deposits to secure (i) the non-delinquent performance of tenders, bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety (ii) contingent obligations on surety, performance and appeal bonds, performance bonds and (iii) other non-delinquent obligations of a like nature similar nature; in each case, incurred in the ordinary course of business;
(e) any attachment, judgment or similar Lien which does not constitute an Event of Default;
(f) easements, rights-of-rights of way, restrictions and other similar charges or encumbrances incurred in the ordinary course of business thatwhich, in the aggregate, are not substantial in amount and that do not interfere in any case material respect with the occupation, use and enjoyment by the Company or any Subsidiary of the Company of the property or assets encumbered thereby in the normal course of their respective business or materially detract from impair the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedthereto;
(g) Liens securing Indebtedness of the Borrower deposits or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined pledges required in the Uniform Commercial Code ordinary course of the State of New York) business in connection with workmen's compensation, unemployment insurance and (iii) the amount of Indebtedness secured thereby is not increasedother social security laws;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower Company or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(i) purchase money Liens for fixed or capital assets acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing Indebtedness permitted pursuant to Section 7.01(f) hereof; provided in each case (i) no Default or Event of Default shall have occurred and be continuing at the time such Lien is created or shall occur after giving effect to such Lien, (ii) such purchase money lien does not exceed 100% of the purchase price of, and encumbers only, the property acquired, and (iii) such purchase money Lien does not secure any Indebtedness other than in respect of the purchase price of the asset acquired;
(j) Liens securing Assumed Indebtednessgranted to the Lenders or the Administrative Agent, provided that such Liens (i) were not incurred in contemplation for the ratable benefit of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber Lenders, under this Agreement or any property other than the property acquired pursuant to such acquisitionLoan Document; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount in favor of banks or other depository institutions upon property or assets of the obligations secured thereby nor (ii) Company arising under the aggregate fair market value (determined as common law or pursuant to contractual rights of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeset off.
Appears in 1 contract
Liens. CreateThe Company will not and will not permit any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its their respective property, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”):
(a) Liens for taxes not yet due any Lien existing on property of the Company or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained any Subsidiary on the books date of the Borrower or its Subsidiaries, as the case may be, Closing and set forth in conformity with GAAPSchedule 10.6 securing Indebtedness outstanding on such date;
(b) Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, provided that no notice of lien has been filed or recorded under the Code;
(c) carriers'’, warehousemen's’s, mechanics'’, landlords’, materialmen's’s, repairmen's ’s or other like similar Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days delinquent or that remain payable without penalty or which are being contested in good faith and by appropriate proceedings;, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; The Toro Company Note Purchase Agreement
(cd) Liens (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 other social security legislation;
(de) deposits to secure Liens on the property of the Company or any of its Subsidiaries securing (i) the non‑delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, performance bonds and (iii) other non‑delinquent obligations of a like nature nature; in each case, incurred in the ordinary course of business;
(ef) easements, rights-of-wayrights‑of‑way, restrictions and other similar encumbrances incurred in the ordinary course of business thatwhich, in the aggregate, are not substantial in amount amount, and that 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 businesses of the Borrower or any of Company and its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness on property of a Person subject to an Acquisition existing at the time of such Acquisition;
(h) Liens on Receivables, lease receivables and other obligations owing to any of the Borrower Company or any domestic Wholly‑Owned Subsidiary to the extent such Receivables, lease receivables and other Subsidiary incurred pursuant obligations have been sold under a Receivables Purchase Facility provided that the outstanding unpaid amount of all such Receivables so sold in the aggregate shall not at any time exceed $200,000,000,
(i) Liens arising solely by virtue of any statutory or common law provision relating to Section 7.2(e) banker’s liens, rights of set‑off or similar rights and remedies as to finance the acquisition of fixed deposit accounts or capital assets, other funds maintained with a creditor depository institution; provided that (i) such Liens shall be created substantially simultaneously with deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the acquisition Company in excess of such fixed or capital assetsthose set forth by regulations promulgated by the FRB, and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby deposit account is not increased;
(h) Liens created pursuant intended by the Company or any Subsidiary to provide collateral to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;depository institution; and
(j) other Liens securing Assumed IndebtednessIndebtedness of the Company or any Subsidiary not otherwise permitted by clauses (a) through (i), provided that such Liens (i) were Indebtedness shall at all times be permitted by Sections 10.7 and 10.8, provided, further, that notwithstanding the foregoing, the Company shall not, and shall not incurred in contemplation permit any of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired its Subsidiaries to, secure pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither 10.6(j) any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (iand any guaranty delivered in connection therewith) the aggregate outstanding principal amount of the obligations shall concurrently be secured thereby nor (ii) the aggregate fair market value (determined as of the date equally and ratably with such Lien is incurred) of the assets subject thereto exceeds (as Indebtedness pursuant to documentation reasonably acceptable to the Borrower Required Holders in substance and all Subsidiaries) $10,000,000 at in form, including an intercreditor agreement and opinions of counsel to the Company and/or any one time.such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders. The Toro Company Note Purchase Agreement
Appears in 1 contract
Samples: Note Purchase Agreement (Toro Co)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower Company or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower Company or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation on assets of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed CEMI Group securing Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; andpermitted by Section 7.2(i);
(k) Liens on oil and gas properties (that are not Collateral) of the Company and its Subsidiaries the aggregate value of which does not exceed, at any time, $50,000,000 securing Indebtedness under any Hedge Agreement with any Lender or any affiliate thereof (not otherwise permitted by this Section so long as neither under 7.3(n));
(l) any (i) pledge of cash to secure the aggregate outstanding principal amount obligations of the obligations secured thereby nor Company and its Subsidiaries with respect to any Hedge Agreement or (ii) issuance of letters of credit (other than Letters of Credit issued under this Agreement) to secure such obligations or other obligations arising in the ordinary course of business(which letters of credit shall be deemed to not be Indebtedness for purposes of Section 7.2), in the case of both (i) and (ii) not to exceed, at any time, an amount of cash and face amount of letters of credit equal to $50,000,000 in the aggregate;
(m) for a period limited to 90 days after an acquisition permitted under Section 7.7(h), Liens upon property so acquired, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.2 (l);
(n) Liens securing the Indebtedness under the Hedging Support Credit Facility on oil and gas properties (that are not Collateral) of the Company and its Subsidiaries, the aggregate fair market value (determined as of which does not materially exceed, at the date time any such Lien is incurred) of created or modified, the assets subject thereto exceeds (collateral coverage terms set forth on Exhibit K as to determined in accordance with the Borrower oil and all Subsidiaries) $10,000,000 at any one timegas pricing parameter used under the Hedging Support Credit Facility.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Group Member in conformity with GAAP;
(b) Liens of carriers', warehousemen's, mechanics'suppliers, materialmen's, repairmen's or other like Liens Persons that are possessory in nature arising in the ordinary course of business that and which are not overdue for a period of more than 30 days delinquent or that remain payable without penalty or which are being contested in good faith and by appropriate proceedingsproceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (other than for indebtedness or any Liens arising under ERISA) or deposits made in connection with Permitted Acquisitions;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Group Member;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ) to the Disclosure Letter; provided that (i) no such Lien is spread to cover any additional property after the Restatement Effective Date Closing Date, (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkii) and that the amount of Indebtedness or obligations secured or benefitted thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with with, or within 90 days after, the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereofIndebtedness, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased, except by an amount permitted by Section 7.2(e);
(h) Liens created pursuant to the Security Documents;
(i) (x) any interest or title of a lessor or licensor under any lease or license entered into by the Borrower or any other Subsidiary a Group Member in the ordinary course of its business and covering only the assets so leasedleased or licensed, (y) leases, licenses, subleases and sublicenses of real property granted to others in the ordinary course of business and (z) non-exclusive licenses of Intellectual Property in the ordinary course of business;
(j) judgment Liens that do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing Assumed Indebtedness, provided that amounts owing to such Liens banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) were not incurred cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(g), (ii) Liens securing reimbursement obligations with respect to letters of credit, banker’s acceptances, bank guarantees permitted by Section 7.2(g) that encumber documents and other property relating to such letters of credit, and (iii) Liens securing Obligations under any Specified Swap Agreements permitted by Section 7.2(i);
(m) Liens on insurance proceeds in contemplation favor of insurance companies granted solely to secured financed insurance premiums;
(n) Liens in favor of custom and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods;
(o) Liens on any xxxxxxx money deposits required in connection with a Permitted Acquisition consummated or consisting of xxxxxxx money deposits required in conjunction connection with the assumption an acquisition of such Assumed property not otherwise prohibited hereunder; (p) (i) Liens securing Indebtedness permitted by Section 7.2(m) and Section 7.2(n) and (ii) do pledges of cash and cash equivalents in an aggregate amount not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 exceed 4,000,000 at any one time., in respect of Indebtedness permitted by Section 7.2(o);
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its their property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01;
(c) any renewals or extensions of Liens otherwise permitted hereby (including in connection with refinancings or refundings of the related obligations), provided that (i) the property covered thereby is not expanded or increased, (ii) the principal amount of the obligations secured or benefited thereby is not increased (except for accrued interest and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred in connection with such renewal or extension), (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 not prohibited by Section 7.03;
(d) Liens for taxes not yet due or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(be) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that securing obligations which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(cf) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and insurance, other social security legislation, product liability insurance and self-insurance, other than any Lien imposed by ERISA;
(dg) banker’s Liens, rights of setoff, deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eh) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 of its Subsidiariesapplicable Person;
(fi) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by judgments not constituting an Event of Default under Section 7.2(d), provided that no 8.01(h) or securing appeal or other surety bonds related to such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedjudgments;
(gj) Liens any Lien on any asset securing Indebtedness the payment of all or part of the Borrower price of the acquisition, construction or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition improvement of fixed or capital assets, such asset; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property whose acquisition, construction or improvement was financed by such Indebtedness (including and the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness proceeds thereof and (ii) do the Indebtedness secured thereby does not encumber any property other than exceed the cost of the property acquired pursuant to such acquisition; andbeing acquired, constructed or improved;
(k) any Lien existing on any asset of, or Equity Interest in, any Person at the time such asset is acquired by or such Person becomes, is merged or consolidated with or into, or is acquired by, a Subsidiary, which Lien was not created in contemplation of such event;
(1) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount in favor of the obligations secured thereby nor (ii) the aggregate fair market value (determined as Borrower, Liens granted by a Subsidiary that is not a Loan Party in favor of the date such Lien a Loan Party and Liens granted by a Subsidiary that is incurred) not a Loan Party in favor of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.a Subsidiary that is not a Loan Party;
Appears in 1 contract
Liens. CreateIncur, incurcreate, assume or suffer to exist any Lien upon on any of its property, whether their respective assets now owned or hereafter acquiredowned, except forother than:
(a) Liens existing on the date hereof as set forth on Schedule II attached hereto including any renewals or extensions thereof; provided that no such Lien is extended to cover any additional property and that the amount of Indebtedness secured thereby is not increased;
(b) Liens for taxes taxes, assessments or other governmental charges or levies not yet due delinquent or that which are being contested in good faith by appropriate proceedings, provided provided, however, that adequate reserves with respect thereto are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, any Corporate Guarantor in conformity accordance with GAAPGenerally Accepted Accounting Principles;
(bc) carriers', warehousemen'swarehousemens', mechanics', materialmen's, repairmen's suppliers' or other like Liens arising in the ordinary course of business that are and not overdue for a period of more than 30 days or that which are being contested in good faith by appropriate proceedings;
(c) pledges proceedings in a manner which will not jeopardize or deposits in connection with workers' compensation, unemployment insurance and other social security legislationdiminish the interest of the Lender;
(d) Liens incurred or deposits made to secure the performance of tenders, bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety surety, performance and appeal bonds, performance bonds and other obligations of a like similar nature incurred in the ordinary course of business;
(e) easements, rights-of-rights of way, zoning and other restrictions and other similar charges or encumbrances incurred which in the ordinary aggregate do not interfere in any material respect with the occupation, use and enjoyment by the Company or any Corporate Guarantor of the property or assets encumbered thereby in the normal course of their respective business that, in the aggregate, are not substantial in amount and that do not in any case or materially detract from impair the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesthereto;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f)deposits under workmen's compensation, securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" unemployment insurance and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedsocial security laws;
(g) Liens securing Indebtedness of liens granted to the Borrower or any other Subsidiary incurred pursuant to Section 7.2(eLender; and
(h) to finance the acquisition of purchase money liens for fixed or capital assets, assets including obligations with respect to Capital Leases; provided that in each case (i) no Default or Event of Default shall have occurred and be continuing or shall occur after giving effect to such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assetslien, (ii) such Liens do purchase money lien does not at any time encumber any property other than exceed 100% of the purchase price of, and encumbers only, the property financed by such Indebtedness (including acquired and/or the "products" and "proceeds" thereofimprovements affixed thereto, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of such purchase money Lien does not secure any Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary than in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation respect of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount purchase price of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time.asset acquired;
Appears in 1 contract
Liens. CreateNot, incurand not permit any Loan Party to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except forexcept:
(a) Liens for taxes or other governmental charges not yet due at the time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may beproceedings and, in conformity with GAAPeach case, for which it maintains adequate reserves;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsproceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislationLiens described on Schedule 10.8;
(d) deposits subject to secure the performance of bidslimitation set forth in Section 10.7(b), trade contracts (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property (other than Portfolio Investments) at the time of the acquisition thereof by the Company or any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property (other than Portfolio Investments) securing debt incurred for borrowed money)the purpose of financing all or any part of the cost of acquiring such property, leases, statutory obligations, surety provided that any such Lien attaches to such property within 60 days of the acquisition thereof and appeal bonds, performance bonds and other obligations of a like nature incurred in attaches solely to the ordinary course of businessproperty so acquired;
(e) easementsattachments, rights-of-wayappeal bonds, restrictions judgments and other similar encumbrances incurred Liens, for sums not exceeding $100,000 arising in connection with court proceedings, provided the ordinary course execution or other enforcement of business thatsuch Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) easements, rights of way, restrictions, minor defects or irregularities in the aggregate, are title and other similar Liens not substantial in amount and that do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedLoan Party;
(g) Liens securing Indebtedness of arising under the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;Loan Documents; and
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary on Cash Equivalent Investments not included in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction Eligible Investment Assets purchased with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise Debt permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one time10.7(f).
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon or -------------------- other encumbrance of any nature whatsoever on any of its propertyassets, whether now owned or hereafter acquiredowned, except forother than:
(a) Subject to Section 5.02 above, Liens for securing the payment of taxes which are either not yet due or that are the validity of which is being contested in good faith by appropriate proceedings, provided that and as to which the Borrowers shall have set aside on their books adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPreserves;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with Deposits under workers' compensation, unemployment insurance and other social security legislation;
(d) deposits laws, or to secure the performance of bids, trade tenders, contracts (other than for borrowed money), the repayment of Money Borrowed) or leases, or to secure statutory obligations, obligations or surety and or appeal bonds, or to secure indemnity, performance or other similar bonds and other obligations of a like nature incurred in the ordinary course of business;
(c) Liens imposed by law, such as carriers', warehousemen's or mechanics' liens, incurred by the Borrowers in good faith in the ordinary course of business and discharged promptly after same are incurred, and fully bonded Liens arising out of a judgment or award against the Borrowers with respect to which the Borrowers shall currently be prosecuting an appeal, a stay of execution pending such appeal having been secured;
(d) Liens in favor of the Agent;
(e) Existing Liens which are to survive the Agreement Date as consented to by the Lenders and which are expressly reflected and described as such in Schedule "2" annexed hereto;
(f) Other Liens incurred in connection with Indebtedness expressly permitted pursuant to Section 6.01 above, but only to the extent that such Liens secure Indebtedness in amounts not in excess of those permitted by such Section 6.01;
(g) Encumbrances consisting of easements, rights-of-way, restrictions survey exceptions and other similar encumbrances incurred restrictions on the use of real property reflected on title reports accepted by the Agent, or minor irregularities in title thereto which do not materially impair the use of such property in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct operation of the business of the Borrower or any of its Subsidiaries;
(f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;Borrowers; and
(h) Liens created pursuant arising out of judgments or awards with respect to which the Security Documents;
(i) any interest or title Borrowers shall be prosecuting an appeal in good faith and in respect of which a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course stay of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the property acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeexecution shall have been issued.
Appears in 1 contract
Samples: Loan Agreement (Igi Inc)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased;
(c) Liens for taxes Taxes not yet due or that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPapplicable Person;
(be) carriers', warehousemen's, mechanics', materialmen's, repairmen's pledges or other like Liens arising deposits in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(df) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business thataffecting real property which, in the aggregate, are not substantial in amount amount, and that 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 of its Subsidiariesapplicable Person;
(fh) Liens in existence on securing judgments for the Restatement Effective Date listed on Schedule 7.3(fpayment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased;; and
(gi) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(e) to finance the acquisition of fixed or capital assets, 7.02(c); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtedness, provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do the Indebtedness secured thereby does not encumber any property other than exceed the cost or fair market value, whichever is lower, of the property being acquired pursuant to such acquisition; and
(k) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of on the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeacquisition.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Group Member in conformity with GAAP;
(b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsbusiness;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (other than for Indebtedness or any Liens arising under ERISA) or deposits made in connection with permitted Investments;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Group Member;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ) to the Disclosure Letter; provided that (i) no such Lien is spread to cover any additional property after the Restatement Effective Date Closing Date, (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkii) and that the amount of Indebtedness or obligations secured or benefitted thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with with, or within ninety (90) days after, the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereofIndebtedness, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased, except by an amount permitted by Section 7.2(e);
(h) Liens created pursuant to the Security Documents;
(i) (x) any interest or title of a lessor or licensor under any lease or license entered into by the Borrower or any other Subsidiary a Group Member in the ordinary course of its business and covering only the assets so leasedleased or licensed, (y) leases, licenses, subleases and sublicenses of real property granted to others in the ordinary course of business and (z) non-exclusive licenses or sublicenses of Intellectual Property in the ordinary course of business;
(j) judgment Liens that do not constitute a Default or an Event of Default under Section 8.1(h) of this Agreement;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing Assumed Indebtedness, provided that amounts owing to such Liens banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness permitted under Section 7.2(g), (ii) Liens securing reimbursement obligations with respect to letters of credit permitted by Section 7.2(g) that encumber documents and other property relating to such letters of credit, and (iii) Liens securing Obligations under any Specified Swap Agreements permitted by Section 7.2(i);
(m) Liens securing Subordinated Indebtedness incurrent pursuant to Section 7.2(f);
(n) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Group Member or becomes a Subsidiary of a Group Member or acquired by a Group Member; provided that (i) such Liens were not incurred created in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and acquisition, merger, consolidation or Investment, (ii) such Liens do not encumber extend to any property assets other than those of such Person, and (iii) the property acquired pursuant to applicable Indebtedness or obligation secured by such acquisition; andLien is not prohibited under Section 7.2;
(ko) the replacement, extension or renewal of any Lien permitted by clause (m) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;
(p) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all SubsidiariesGroup Members) $10,000,000 25,000,000 at any one time;
(q) Liens on insurance proceeds in favor of insurance companies granted solely to secured financed insurance premiums;
(r) Liens in favor of custom and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods;
(s) Liens on any exxxxxx money deposits required in connection with a permitted Investment or consisting of exxxxxx money deposits required in connection with an acquisition of property not otherwise prohibited hereunder; and
(t) Liens securing Indebtedness permitted by Section 7.2(p).
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers'’, warehousemen's’s, landlord’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (other than for indebtedness or any Liens arising under ERISA);
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower applicable Loan Party or any of its SubsidiariesGroup Member;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), ) and any Liens granted as a replacement or substitute therefor; provided that (i) no such Lien is spread to cover any additional property after the Restatement Effective Date Closing Date, (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkii) and that the amount of Indebtedness secured or benefitted thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured thereby is permitted by Section 7.2(d);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, ; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the "products" and "proceeds" thereofIndebtedness, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor or sublessor or licensor or sublicensor under any lease or license entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leasedleased or licensed;
(j) Liens arising from attachments or judgments, orders or decrees in circumstances that do not constitute a Default or an Event of Default;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents, securities, commodities and other funds on deposit in one or more accounts maintained by a Group Member, in each case arising in the ordinary course of business in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages with which such accounts are maintained securing Assumed Indebtedness, provided that amounts owing to such Liens banks or financial institutions with respect to cash management and operating account management or are arising under Section 4-208 or 4-210 of the UCC on items in the course of collection;
(l) (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed cash deposits and liens on cash and Cash Equivalents pledged to secure Indebtedness and permitted under Section 7.2(f), (ii) do not Liens securing reimbursement obligations with respect to letters of credit permitted by Section 7.2(f) that encumber any documents and other property other than the property acquired pursuant relating to such acquisitionletters of credit, and (iii) Liens on cash deposits securing Obligations under any Specified Swap Agreements permitted by Section 7.13; and
(km) Liens not otherwise the replacement, extension or renewal of any Lien permitted by this Section so long as neither clause (ig) above upon or in the aggregate outstanding principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurredor change in any direct or contingent obligor) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $10,000,000 at any one timeIndebtedness secured thereby.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 7.01 and any replacements, 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 by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iii) the direct or any contingent obligor with respect thereto is not changed;
(c) Liens for taxes taxes, assessments or charges of any Governmental Authority not yet due or that which are not delinquent beyond any period of grace or remain payable without penalty or which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, provided that if adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, applicable Person in conformity accordance with GAAP;
(bd) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedingsbusiness;
(ce) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislationlegislation or regulations or to secure letters of credit issued in compliance with such legislation or regulations, other than any Lien imposed by ERISA;
(df) deposits to secure the performance of bids, trade contracts and leases (other than for borrowed moneyIndebtedness), leases, statutory and regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness or to secure letters of credit issued in connection therewith;
(eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that affecting real property 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 of its Subsidiariesapplicable Person;
(fh) Liens in existence on securing judgments for the Restatement Effective Date listed on Schedule 7.3(f), payment of money not constituting an Event of Default under Section 8.01(h) or securing Indebtedness permitted by Section 7.2(d), provided that no appeal or other surety bonds related to such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedjudgment;
(gi) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition acquisition, construction or improvement of any fixed or capital assetsassets (other than Equity Interests) (including (x) any Indebtedness assumed in connection with the acquisition of any such property or assets or secured by a Lien on any such property or assets prior to the acquisition thereof and (y) any Indebtedness assumed in connection with the property or assets of any Person that becomes a Subsidiary after the Closing Date or secured by a Lien on the property or assets of such Person prior to the time that such Person becomes a Subsidiary) and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except for any accrued but unpaid interest and premium or penalty payable by the terms of such obligations and reasonable fees and expenses associated therewith); provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness (including secured thereby does not exceed the "products" and "proceeds" thereofcost or fair market value, as each such term whichever is defined in the Uniform Commercial Code lower, of the State property being acquired on the date of New York) acquisition and (iii) the amount of Indebtedness secured thereby is not increasedincurred prior to or within 180 days after such acquisition, the completion of such construction or improvement or such Person’s becoming a Subsidiary;
(hj) Liens created pursuant banker’s Liens, rights of set-off or similar rights and remedies as to the Security Documentsdeposit accounts, other funds maintained with a creditor depository institution, or investment or securities accounts;
(ik) Liens representing any interest interest, title or title rights of a landlord, licensor, lessor or sublicensor or sublessor under any lease entered into or license permitted by this Agreement and leases, subleases and licenses granted to others not materially interfering with the Borrower or any other Subsidiary ordinary business of the Company and its Subsidiaries;
(l) Liens securing Swap Contracts arising in the ordinary course of its business and covering only the assets so leasednot for speculative purposes;
(jm) Liens granted by a Subsidiary to secure obligations that do not constitute Indebtedness and are incurred in connection with the Exchange and Clearing Operations of such Subsidiary;
(n) Liens on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 7.02(h);
(o) Liens securing Assumed Indebtedness incurred pursuant to Section 7.02(a) and securing any Guarantees by the Company or any Subsidiary of any such Indebtedness, ;
(p) Liens securing Indebtedness incurred pursuant to Section 7.02(j); provided that such Liens (i) were not incurred in contemplation of the Permitted Acquisition consummated in conjunction with the assumption of such Assumed Indebtedness and (ii) do not at any time encumber any property other than the property acquired financed by, or constructed or improved with the proceeds of, such Indebtedness;
(q) Liens solely on xxxxxxx money deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement in respect of any acquisition or investment;
(r) Liens on assets of EuroCCP securing Indebtedness incurred pursuant to such acquisitionSection 7.02(p); and
(ks) Liens not otherwise permitted by under clauses (a)-(r) of this Section so long as 7.01, provided that neither (i) the aggregate outstanding principal amount of the obligations Indebtedness secured thereby thereby, nor (ii) the aggregate fair market value (determined determined, in the case of each such Lien, as of the date such Lien is incurred) of the all assets subject thereto exceeds (as to the Borrower and all Subsidiaries) such Liens, shall exceed $10,000,000 250,000,000 at any one time.
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes taxes, assessments or governmental charges not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower Borrowers or its their Subsidiaries, as the case may be, in conformity with GAAP;
(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, covenants, conditions, restrictions and other similar encumbrances or minor title or survey defects incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Borrowers or any of its their Subsidiaries;
(f) Liens in existence on the Restatement Effective Date date hereof listed on Schedule 7.3(f)6.02(f) and any modification, replacement, renewal or extension thereof, securing Indebtedness permitted by Section 7.2(d6.01(f), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than "products" the proceeds or products thereof and "proceeds" thereof, as each such term is defined in accessions thereto) after the Uniform Commercial Code of the State of New York) Effective Date and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Borrower Borrowers or any other Subsidiary incurred pursuant to Section 7.2(e6.01(q) to finance the acquisition acquisition, repair, replacement, construction or improvement of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition or within 180 days of such acquisition, repair, replacement, construction or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including and the "products" proceeds and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New Yorkproducts thereof and accessions thereto) and (iii) the amount of Indebtedness secured thereby is not increased;
(h) Liens created pursuant to the Security Documents;
(i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any interest material respect with the business of any Borrower or title any Subsidiary or (B) secure any Indebtedness or (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Borrower or any of their Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(j) Subject to the Intercreditor Agreement, Liens to secure Indebtedness permitted under Section 6.01(b);
(k) Liens on assets of Foreign Subsidiaries securing Indebtedness of such Foreign Subsidiaries (i) permitted by Section 6.01(g); provided that the aggregate outstanding principal amount of such Indebtedness secured by such Liens shall not exceed the secured Indebtedness set forth on Schedule 6.01(g) as of the Effective Date, or (ii) permitted by Section 6.01(aa);
(l) Liens securing Indebtedness of the Borrowers or any Subsidiary incurred pursuant to Sections 6.01(j) and 6.01(k); provided that no Lien may be granted on the Collateral to secure such Indebtedness and the aggregate fair market value of the assets subject to such Liens shall not exceed 100% of the amount of any such Indebtedness so secured;
(m) Liens on Receivables, any Related Security and the Other Securitization Assets of any Borrower and any Subsidiary to the extent that such Receivables, Related Security or Other Securitization Assets are subject to the relevant factoring programs and any Permitted Receivables Financing permitted under Sections 6.01(h) and (i);
(n) Liens on assets of Halla and its Subsidiaries securing Indebtedness permitted by Section 6.01(n); provided that the aggregate outstanding principal amount of such Indebtedness secured by such Liens shall not exceed $250,000,000;
(o) Liens securing Indebtedness permitted by Section 6.01(o); provided that such Liens shall only cover Visteon Village and any proceeds and products thereof and are created in connection with the incurrence of such Indebtedness;
(p) Liens securing judgments, decrees or attachments not constituting an Event of Default under Section 7.01(k) so long as such Liens are released or satisfied within sixty (60) days after entry thereof (upon the issuance of an appeal bond or otherwise);
(q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(r) Liens (i) of a lessor collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, or (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 104
(s) Liens existing on property at the time of its acquisition or existing on the property of any lease Person at the time such Person becomes a Subsidiary, in each case after the date hereof (other than Liens on the equity interests of any Person that becomes a Subsidiary) and any modifications, replacements, renewals or extensions thereof; 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 or products thereof and accessions thereto), and (iii) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extension thereof) is permitted under Section 6.01;
(t) Liens arising from precautionary Uniform Commercial Code financing statement filings (or similar filings) regarding leases entered into by the any Borrower or any of its Subsidiaries in the ordinary course of business;
(u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Borrower or any of its Subsidiaries in the ordinary course of business and not prohibited by this Agreement; provided that such Liens only cover the property subject to such arrangements;
(v) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrowers and their Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or suppliers of any Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leasedbusiness;
(jw) ground leases in respect of real property on which facilities owned or leased by the Borrowers or any of their Subsidiaries are located;
(x) Liens arising by operation of law under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods;
(y) security given to a public or private utility or any Governmental Authority as required in the ordinary course of business;
(z) pledges or deposits of cash and Cash Equivalents securing Assumed Indebtednessdeductibles, provided that self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of insurance on the ordinary course of business;
(aa) Liens on securities which are subject to repurchase agreements as contemplated in the definition of "Cash Equivalents"; 105
(bb) Liens on goods and the proceeds thereof and title documents relating thereto to secure drawings under letters of credit permitted under Section 6.01(j) used to finance the purchase of such goods;
(cc) Liens on (i) were not incurred in contemplation of premiums, dividends and rebates which may become payable under insurance policies and loss payments which reduce the Permitted Acquisition consummated in conjunction with the assumption of incurred premiums on such Assumed Indebtedness insurance policies and (ii) do not encumber rights which may arise under State insurance guarantee funds relating to any property other than the property acquired pursuant such insurance policy, in each case to such acquisition; andsecure Indebtedness permitted under Section 6.01(z);
(kdd) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor shall not exceed $10,000,000 at any time and (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower Borrowers and all Subsidiaries) shall not exceed $10,000,000 20,000,000 at any one timetime outstanding; and
(ee) Liens on earnest money deposits of cash or Cash Equivalents made by the Borroxxxx xx their Subsidiaries in connection with any Permitted Acquisition.
Appears in 1 contract
Samples: Credit Agreement (Visteon Corp)
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in conformity with to the extent required by GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 60 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, supplier and other trade contracts (other than for borrowed money), leases, statutory obligationsobligations (other than for borrowed money), leases, statutory obligations (other than any such obligation imposed pursuant to Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA), surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;
(f) Liens in existence on the Restatement Second Amendment Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d7.2(e), ; provided that no such Lien is spread to cover any additional property after the Restatement Second Amendment Effective Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedincreased (other than, in the case of Permitted Refinancing Indebtedness, by any Additional Permitted Amount);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary Group Member incurred pursuant to Section 7.2(e7.2(f) to finance the acquisition of fixed or capital assets, assets (and any Permitted Refinancing Indebtedness in respect thereof); provided that (i) such Liens shall be created substantially simultaneously with within 180 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including and the "products" proceeds and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) products thereof and (iii) the amount of Indebtedness secured thereby is not increased; provided further that in the event that purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person;
(hi) Liens on the Collateral created pursuant to the Security DocumentsDocuments (or any Term Loan Security Documents (as defined in the Intercreditor Agreement)), (ii) Liens on cash granted in favor of any lender under the ABL Credit Agreement or the Issuing Lender (as defined in the ABL Credit Agreement) created as a result of any requirement to provide cash collateral pursuant to the ABL Credit Agreement and (iii) subject to the Intercreditor Agreement, Liens on the Collateral created pursuant to the ABL Security Documents (or any ABL Security Documents (as defined in the Intercreditor Agreement));
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary Group Member in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtednesssolely on any xxxx xxxxxxx money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement relating to a Permitted Acquisition;
(k) Liens in favor of any Loan Party so long as (in the case of any Lien granted by a Loan Party) such Liens are junior to the Liens created pursuant to the Security Documents;
(l) Liens arising from filing Uniform Commercial Code or personal property security financing statements (or substantially equivalent filings outside of the United States) regarding leases;
(m) any option or other agreement to purchase any asset of any Group Member, the purchase, sale or other disposition of which is not prohibited by Section 7.5;
(n) Liens arising from the rendering of an interim or final judgment or order against any Group Member that does not give rise to an Event of Default;
(o) Liens on property (including Capital Stock) existing at the time of the permitted acquisition of such property by any Group Member to the extent the Liens on such assets secure Indebtedness permitted by Section 7.2(o) or other obligations permitted by this Agreement; provided that such Liens attach at all times only to the same assets or category of assets that such Liens (other than after acquired property that is affixed or incorporated into the property covered by such Lien) attached to, and secure only the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness in respect thereof permitted by Section 7.2(o)) that such Liens secured, immediately prior to such permitted acquisition; provided further that after giving effect to any such permitted acquisition and such Indebtedness or other obligations, the Consolidated Secured Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is not in excess of 2.50 to 1.00;
(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any other Restricted Subsidiary in the ordinary course of business and permitted by this Agreement;
(q) non-exclusive licenses, sublicenses, leases and subleases of Intellectual Property of any Group Member in the ordinary course of business;
(r) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(s) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(t) Liens on premium refunds granted in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums;
(u) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and securities accounts and other financial assets maintained with a securities intermediary; provided that such deposit accounts or funds and securities accounts or other financial assets are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by the Borrower or any Restricted Subsidiary in excess of those required by applicable banking regulations;
(v) Liens (i) were not incurred on cash advances in contemplation favor of the Permitted Acquisition consummated seller of any property to be acquired in conjunction with an Investment permitted pursuant to Section 7.7 to be applied against the assumption purchase price for such Investment or (ii) consisting of an agreement to dispose of any property in a Disposition permitted by Section 7.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Assumed Lien;
(w) Liens of any Restricted Subsidiary that is not a Loan Party securing Indebtedness incurred pursuant to Section 7.2(s);
(x) Liens on the Collateral securing the Permitted Additional Junior Lien Indebtedness or any Permitted Refinancing Indebtedness in respect thereof; provided that the Liens on the Collateral securing the Permitted Additional Junior Lien Indebtedness or any such Permitted Refinancing Indebtedness shall be (i) junior to the Liens on the Collateral securing the Obligations and (ii) do not encumber any property subject to the Intercreditor Agreement or such other than intercreditor agreement in form and substance reasonably satisfactory to the property acquired pursuant to such acquisition; andAdministrative Agent;
(ky) Liens that arise or may be deemed to arise from any Permitted Receivables Facility that extend only to the accounts receivable subject thereto;
(z) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds at any time (as to all Group Members) the greater of (i) $100,000,000 and (ii) 4.00% of Consolidated Total Assets (as of the date incurred); and
(aa) Liens on property purportedly rented to, or leased by, the Borrower or any of its Restricted Subsidiaries pursuant to a sale and leaseback transaction permitted under Section 7.10; provided that (i) such Liens do not encumber any other property of the Borrower or its Restricted Subsidiaries and (ii) such Liens secure only Indebtedness permitted under Section 7.2(x). For purposes of determining compliance with this Section 7.3, in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria for more than one of the categories of Liens described in clauses (a) through (aa) above, the Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all Subsidiaries) $10,000,000 or a portion of such Lien in a manner that complies with this Section 7.3 and will only be required to include the amount and type of such Lien in one or more of the above clauses; provided that all Liens securing Indebtedness outstanding under the Loan Documents and the ABL Credit Agreement, and, in each case, any Permitted Refinancing thereof, will at any one timeall times be deemed to be outstanding in reliance only on the exception in Section 7.3(h).
Appears in 1 contract
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except forexcept:
(a) Liens for taxes Taxes not yet due or that are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in conformity with to the extent required by GAAP;
(b) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 60 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, supplier and other trade contracts (other than for borrowed money), leases, statutory obligationsobligations (other than for borrowed money), leases, statutory obligations (other than any such obligation imposed pursuant to Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA), surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;
(f) Liens in existence on the Restatement Effective Closing Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d7.2(e), ; provided that no such Lien is spread to cover any additional property after the Restatement Effective Closing Date (other than "products" and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increasedincreased (other than, in the case of Permitted Refinancing Indebtedness, by any Additional Permitted Amount);
(g) Liens securing Indebtedness of the Borrower or any other Subsidiary Group Member incurred pursuant to Section 7.2(e7.2(f) to finance the acquisition of fixed or capital assets, assets (and any Permitted Refinancing Indebtedness in respect thereof); provided that (i) such Liens shall be created substantially simultaneously with within 180 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including and the "products" proceeds and "proceeds" thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) products thereof and (iii) the amount of Indebtedness secured thereby is not increased; provided further that in the event that purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person;
(hi) Liens on the Collateral created pursuant to the Security DocumentsDocuments (or any Term Loan Security Documents (as defined in the Intercreditor Agreement)), (ii) Liens on cash granted in favor of any lender under the ABL Credit Agreement or the Issuing Lender (as defined in the ABL Credit Agreement) created as a result of any requirement to provide cash collateral pursuant to the ABL Credit Agreement and (iii) subject to the Intercreditor Agreement, Liens on the Collateral created pursuant to the ABL Security Documents (or any ABL Security Documents (as defined in the Intercreditor Agreement));
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary Group Member in the ordinary course of its business and covering only the assets so leased;
(j) Liens securing Assumed Indebtednesssolely on any xxxx xxxxxxx money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement relating to a Permitted Acquisition;
(k) Liens in favor of any Loan Party so long as (in the case of any Lien granted by a Loan Party) such Liens are junior to the Liens created pursuant to the Security Documents;
(l) Liens arising from filing Uniform Commercial Code or personal property security financing statements (or substantially equivalent filings outside of the United States) regarding leases;
(m) any option or other agreement to purchase any asset of any Group Member, the purchase, sale or other disposition of which is not prohibited by Section 7.5;
(n) Liens arising from the rendering of an interim or final judgment or order against any Group Member that does not give rise to an Event of Default;
(o) Liens on property (including Capital Stock) existing at the time of the permitted acquisition of such property by any Group Member to the extent the Liens on such assets secure Indebtedness permitted by Section 7.2(o) or other obligations permitted by this Agreement; provided that such Liens attach at all times only to the same assets or category of assets that such Liens (other than after acquired property that is affixed or incorporated into the property covered by such Lien) attached to, and secure only the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness in respect thereof permitted by Section 7.2(o)) that such Liens secured, immediately prior to such permitted acquisition; provided further, that such Liens are not created in connection with, or in contemplation of, such acquisition;
(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any other Restricted Subsidiary in the ordinary course of business and permitted by this Agreement;
(q) non-exclusive licenses, sublicenses, leases and subleases of Intellectual Property of any Group Member in the ordinary course of business;
(r) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(s) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(t) Liens on premium refunds granted in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums;
(u) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and securities accounts and other financial assets maintained with a securities intermediary; provided that such deposit accounts or funds and securities accounts or other financial assets are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by the Borrower or any Restricted Subsidiary in excess of those required by applicable banking regulations;
(v) Xxxxx (i) were not incurred on cash advances in contemplation favor of the Permitted Acquisition consummated seller of any property to be acquired in conjunction with an Investment permitted pursuant to Section 7.7 to be applied against the assumption of purchase price for such Assumed Indebtedness and Investment or (ii) do not encumber consisting of an agreement to dispose of any property other than in a Disposition permitted by Section 7.5, in each case, solely to the property acquired extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(w) Liens of any Restricted Subsidiary that is not a Loan Party securing Indebtedness incurred pursuant to such acquisition; andSection 7.2(s);
(kx) Liens on the Collateral securing Incremental Equivalent Indebtedness constituting Permitted Additional Pari Passu Indebtedness or Permitted Additional Junior Lien Indebtedness or any Permitted Refinancing Indebtedness in respect thereof; provided that the Liens on the Collateral securing such Indebtedness or any such Permitted Refinancing Indebtedness shall be subject to the Intercreditor Agreement or such other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent;
(y) Liens that arise or may be deemed to arise from any Permitted Receivables Facility that extend only to the accounts receivable subject thereto;
(z) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds at any time (as to all Group Members) the greater of (i) $150,000,000 and (ii) 45.0% of Consolidated EBITDA for the most recently ended Reference Period (as of the date incurred); and
(aa) Liens on property purportedly rented to, or leased by, the Borrower or any of its Restricted Subsidiaries pursuant to a sale and leaseback transaction permitted under Section 7.10; provided that (i) such Liens do not encumber any other property of the Borrower or its Restricted Subsidiaries and (ii) such Liens secure only Indebtedness permitted under Section 7.2(x). For purposes of determining compliance with this Section 7.3, in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria for more than one of the categories of Liens described in clauses (a) through (aa) above, the Borrower may, in its sole discretion, divide or classify or later divide, classify or reclassify all Subsidiaries) $10,000,000 or a portion of such Lien in a manner that complies with this Section 7.3 and will only be required to include the amount and type of such Lien in one or more of the above clauses; provided that all Liens securing Indebtedness outstanding under the Loan Documents and the ABL Credit Agreement, and, in each case, any Permitted Refinancing thereof, will at any one timeall times be deemed to be outstanding in reliance only on the exception in Section 7.3(h).
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