Limitation on Mortgages and Liens. The Company will not at any time directly or indirectly issue, assume, guarantee or permit to exist any indebtedness secured by a mortgage, pledge, lien or other encumbrance (any mortgage, pledge, lien or other encumbrance being hereinafter in this Section referred to as a "lien") on any of its property or assets or any property or assets of a Restricted Subsidiary, whether now owned or hereafter acquired, without making effective provisions whereby the Securities then outstanding (and, if the Company so elects, any other indebtedness ranking on a parity with the Securities) shall be equally and ratably secured with any such secured indebtedness, so long as any such other indebtedness shall be secured; provided, however, that the foregoing covenant shall not be applicable to the following: (1) liens in existence on the date of this Indenture; or (2) liens on real estate (including liens existing in respect of such real estate at the time of acquisition thereof) securing indebtedness in an amount not in excess of 100% of the fair value of the real estate at the time of creation of such indebtedness (as determined by the Board of Directors); or (3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or (4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; or (5) liens of taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or which are less than $10,000,000 in amount; pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutes; materialmen's, mechanics', carrier's, workmen's, repairmen's or other like liens, and pledges or deposits made in the ordinary course of business to obtain the release of such liens; liens created by or resulting from any litigation or legal proceeding which is being contested in good faith by appropriate proceedings or which involve claims of less than $10,000,000; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties or other similar charges; landlords liens on property held under lease; and any other liens similar to those described in this clause (5), the existence of which does not, in the opinion of the Company, materially impair the use by the Company or the Restricted Subsidiary of the affected property in the operation of its business, or the value of such property for the purpose of such business.
Appears in 3 contracts
Samples: Indenture (Safeco Corp), Indenture (Safeco Corp), Indenture (Safeco Corp)
Limitation on Mortgages and Liens. The Company Issuer will not at any time directly or indirectly issue, create or assume and will not cause or permit a Subsidiary directly or indirectly to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly-Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any of its property or assets Principal Facility or any property interest it may have therein or assets upon any stock of a Restricted any Subsidiary or any indebtedness of any Subsidiary to the Issuer or any other Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made, effective provision) whereby the Securities then outstanding (and, if the Company so elects, Notes and any other indebtedness ranking on a parity with of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and indebtedness thereby secured, so long as any such other obligations and indebtedness shall be securedso secured (provided, that for the purpose of providing such equal and ratable security, the principal amount of Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series); provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence (A) any mortgage, pledge or other lien or encumbrance on any such property hereafter acquired or constructed by the date Issuer or a Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 360 days after, such acquisition or construction or the commencement of this Indenture; or
(2) liens on real estate (including liens existing in respect commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (B) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (C) securing any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or indebtedness of a corporation at the time such corporation shall become a Subsidiary, or (D) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that, in the case of subclauses (A) through (D) of this clause (i), the lien of any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located; and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an amount not in excess of 100% Affiliate of the fair value Issuer) for the financing of the real estate acquisition or construction of property is made prior to, contemporaneously with or within the 360-day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this clause (i) whether or not created or assumed within such period;
(ii) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by clause (i) of this subsection (a); provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; orrefunding and that such extension, renewal or refunding mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5iii) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 an adequate reserve has been established; liens on any such property created in amount; connection with pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's’s, mechanics'’, carrier's’s, workmen's’s, repairmen's ’s or other like liens, and pledges ; or liens on any such property created in connection with deposits made in the ordinary course of business to obtain the release of such liens; liens on any such property created in connection with deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involve claims proceedings; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5iii), the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(iv) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily for the purpose of manufacturing or producing any product or performing any development work, directly or indirectly, for the Government to secure indebtedness incurred and owing to the Government for the construction, installation or purchase of such equipment, tools, machinery, land or buildings. For the purpose of this clause (iv), “Government” shall mean the Government of the United States of America and any department, agency or political subdivision thereof and the government of any foreign country with which the Issuer or its Subsidiaries is permitted to do business under applicable law and any department, agency or political subdivision thereof;
Appears in 3 contracts
Samples: Eighth Supplemental Indenture (Equifax Inc), Seventh Supplemental Indenture (Equifax Inc), Supplemental Indenture (Equifax Inc)
Limitation on Mortgages and Liens. The Company Issuer will not at any time directly or indirectly issue, create or assume and will not cause or permit a Subsidiary directly or indirectly to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly-Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any of its property or assets Principal Facility or any property interest it may have therein or assets upon any stock of a Restricted any Subsidiary or any indebtedness of any Subsidiary to the Issuer or any other Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made, effective provision) whereby the Securities then outstanding (and, if the Company so elects, Notes and any other indebtedness ranking on a parity with of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and indebtedness thereby secured, so long as any such other obligations and indebtedness shall be securedso secured (provided that for the purpose of providing such equal and ratable security, the principal amount of Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series); provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence (A) any mortgage, pledge or other lien or encumbrance on any such property hereafter acquired or constructed by the date Issuer or a Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 360 days after, such acquisition or construction or the commencement of this Indenture; or
(2) liens on real estate (including liens existing in respect commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (B) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (C) securing any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or indebtedness of a corporation at the time such corporation shall become a Subsidiary, or (D) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that, in the case of subclauses (A) through (D) of this clause (i), the lien of any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located; and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an amount not in excess of 100% Affiliate of the fair value Issuer) for the financing of the real estate acquisition or construction of property is made prior to, contemporaneously with or within the 360-day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this clause (i) whether or not created or assumed within such period;
(ii) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by clause (i) of this subsection (a); provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; orrefunding and that such extension, renewal or refunding mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5iii) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 an adequate reserve has been established; liens on any such property created in amount; connection with pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's’s, mechanics'’, carrier's’s, workmen's’s, repairmen's ’s or other like liens, and pledges ; or liens on any such property created in connection with deposits made in the ordinary course of business to obtain the release of such liens; liens on any such property created in connection with deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involve claims proceedings; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5iii), the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(iv) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily
Appears in 1 contract
Limitation on Mortgages and Liens. The Company Issuer will not at any time directly or indirectly issue, create or assume and will not cause or permit a Subsidiary directly or indirectly to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly-Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any of its property or assets Principal Facility or any property interest it may have therein or assets upon any stock of a Restricted any Subsidiary or any indebtedness of any Subsidiary to the Issuer or any other Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made, effective provision) whereby the Outstanding Securities then outstanding (and, if the Company so elects, and any other indebtedness ranking on a parity with of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and indebtedness thereby secured, so long as any such other obligations and indebtedness shall be securedso secured (provided, that for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series); provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence (A) any mortgage, pledge or other lien or encumbrance on any such property hereafter acquired or constructed by the date Issuer or a Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 360 days after, such acquisition or construction or the commencement of this Indenture; or
(2) liens on real estate (including liens existing in respect commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (B) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (C) securing any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or indebtedness of a corporation at the time such corporation shall become a Subsidiary, or (D) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that, in the case of subclauses (A) through (D) of this clause (i), the lien of any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located; and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an amount not in excess of 100% Affiliate of the fair value Issuer) for the financing of the real estate acquisition or construction of property is made prior to, contemporaneously with or within the 360-day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this clause (i) whether or not created or assumed within such period;
(ii) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by clause (i) of this subsection (a); provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; orrefunding and that such extension, renewal or refunding mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5iii) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 an adequate reserve has been established; liens on any such property created in amount; connection with pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's’s, mechanics'’, carrier's’s, workmen's’s, repairmen's ’s or other like liens, and pledges ; or liens on any such property created in connection with deposits made in the ordinary course of business to obtain the release of such liens; liens on any such property created in connection with deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involve claims proceedings; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5iii), the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(iv) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily for the purpose of manufacturing or producing any product or performing any development work, directly or indirectly, for the Government to secure indebtedness incurred and owing to the Government for the construction, installation or purchase of such equipment, tools, machinery, land or buildings. For the purpose of this clause (iv), “Government” shall mean the Government of the United States of America and any department, agency or political subdivision thereof and the government of any foreign country with which the Issuer or its Subsidiaries is permitted to do business under applicable law and any department, agency or political subdivision thereof;
Appears in 1 contract
Limitation on Mortgages and Liens. The Company Issuer will not at any time directly or indirectly issue, create or assume and will not cause or permit a Subsidiary directly or indirectly to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly-Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any of its property or assets Principal Facility or any property interest it may have therein or assets upon any stock of a Restricted any Subsidiary or any indebtedness of any Subsidiary to the Issuer or any other Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made, effective provision) whereby the Securities then outstanding (and, if the Company so elects, Notes and any other indebtedness ranking on a parity with of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and indebtedness thereby secured, so long as any such other obligations and indebtedness shall be securedso secured (provided that for the purpose of providing such equal and ratable security, the principal amount of Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series); provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence (A) any mortgage, pledge or other lien or encumbrance on any such property hereafter acquired or constructed by the date Issuer or a Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 360 days after, such acquisition or construction or the commencement of this Indenture; or
(2) liens on real estate (including liens existing in respect commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (B) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (C) securing any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or indebtedness of a corporation at the time such corporation shall become a Subsidiary, or (D) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that, in the case of subclauses (A) through (D) of this clause (i), the lien of any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located; and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an amount not in excess of 100% Affiliate of the fair value Issuer) for the financing of the real estate acquisition or construction of property is made prior to, contemporaneously with or within the 360-day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this clause (i) whether or not created or assumed within such period;
(ii) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by clause (i) of this subsection (a); provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; orrefunding and that such extension, renewal or refunding mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5iii) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 an adequate reserve has been established; liens on any such property created in amount; connection with pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's’s, mechanics'’, carrier's’s, workmen's’s, repairmen's ’s or other like liens, and pledges ; or liens on any such property created in connection with deposits made in the ordinary course of business to obtain the release of such liens; liens on any such property created in connection with deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involve claims proceedings; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5iii), the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(iv) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily for the purpose of manufacturing or producing any product or performing any development work, directly or indirectly, for the Government to secure indebtedness incurred and owing to the Government for the construction, installation or purchase of such equipment, tools, machinery, land or buildings. For the purpose of this clause (iv), “Government” shall mean the Government of the United States of America and any department, agency or political subdivision thereof and the government of any foreign country with which the Issuer or its Subsidiaries is permitted to do business under applicable law and any department, agency or political subdivision thereof;
Appears in 1 contract
Samples: Supplemental Indenture (Equifax Inc)
Limitation on Mortgages and Liens. The Company Issuer will not at any time directly or indirectly issue, create or assume and will not cause or permit a Subsidiary directly or indirectly to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly-Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any of its property or assets Principal Facility or any property interest it may have therein or assets upon any stock of a Restricted any Subsidiary or any Indebtedness of any Subsidiary to the Issuer or any other Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made, effective provision) whereby the Securities then outstanding (and, if the Company so elects, Notes and any other indebtedness ranking on a parity with Indebtedness of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and Indebtedness thereby secured, so long as any such other indebtedness obligations and Indebtedness shall be securedso secured (provided that for the purpose of providing such equal and ratable security, the principal amount of Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series); provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence (A) any mortgage, pledge or other lien or encumbrance on any such property hereafter acquired or constructed by the date Issuer or a Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 360 days after, such acquisition or construction or the commencement of this Indenture; or
(2) liens on real estate (including liens existing in respect commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (B) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (C) securing indebtedness any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or Indebtedness of a corporation at the time such corporation shall become a Subsidiary, or (D) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that, in the case of subclauses (A) through (D) of this clause (i), the lien of any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located; and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an amount not in excess of 100% Affiliate of the fair value Issuer) for the financing of the real estate acquisition or construction of property is made prior to, contemporaneously with or within the 360-day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this clause (i) whether or not created or assumed within such period;
(ii) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by clause (i) of this subsection (a); provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; orrefunding and that such extension, renewal or refunding mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5iii) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 an adequate reserve has been established; liens on any such property created in amount; connection with pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's’s, mechanics'’, carrier's’s, workmen's’s, repairmen's ’s or other like liens, and pledges ; or liens on any such property created in connection with deposits made in the ordinary course of business to obtain the release of such liens; liens on any such property created in connection with deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involve claims proceedings; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5iii), the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(iv) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily
Appears in 1 contract
Samples: Supplemental Indenture (Equifax Inc)
Limitation on Mortgages and Liens. The Company will Issuer shall not at any time time, directly or indirectly issueindirectly, create or assume and shall not cause or permit a Subsidiary, directly or indirectly, to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any of its property or assets Principal Manufacturing Property or any property interest it may have therein or assets of a Restricted or upon any stock or indebtedness of any Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made effective provision) whereby the Securities then outstanding (and, if the Company so elects, and any other indebtedness ranking on a parity with of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and indebtedness thereby secured, so long as any such other obligations and indebtedness shall be so secured; provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence any mortgage, pledge or other lien or encumbrance on any property hereafter acquired or constructed by the date Issuer or a Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 180 days after, such acquisition or construction or the commencement of this Indenture; or
(2) liens on real estate (including liens existing in respect commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (ii) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (iii) securing any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or indebtedness in of a corporation at the time such corporation shall become a Subsidiary, or (iv) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that the lien of any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located, and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an amount not in excess of 100% Affiliate of the fair value Issuer) for the financing of the real estate acquisition or construction of property is made prior to, contemporaneously with or within the 180 day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this subsection (a) whether or not created or assumed within such period;
(b) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by subsection (a) of this Section; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; orrefunding and that such extension, renewal or refunding of any mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5c) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 in amountan adequate reserve has been established; pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's, mechanics', carrier's, workmen's, repairmen's or other like liens, and pledges or deposits made in the ordinary course of business to obtain the release of such liens; deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings proceedings; licenses or which involve claims leases or patents, trademarks or trade names; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5)subsection, the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(d) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily for the purpose of manufacturing or providing any product or performing any development work, directly or indirectly, for the Government to secure indebtedness incurred and owing to the Government for the construction, installation or purchase of such equipment, tools, machinery, land or buildings. For the purpose of this subsection (d), "Government" shall mean the Government of the United States of America and any department or agency thereof;
Appears in 1 contract
Samples: Indenture (Unisys Corp)
Limitation on Mortgages and Liens. The Company will Issuer shall not at any time time, directly or indirectly issueindirectly, create or assume and shall not cause or permit a Subsidiary, directly or indirectly, to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any Real Property or upon any stock or indebtedness of its property or assets or any property or assets of a Restricted Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made effective provision) whereby the Securities then outstanding (and, if the Company so elects, and any other indebtedness ranking on a parity with of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and indebtedness thereby secured, so long as any such other obligations and indebtedness shall be so secured; provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence on any mortgage, pledge or other lien or encumbrance existing as of the date of this Indenture; or
, or (2ii) liens any mortgage, pledge or other lien or encumbrance on real estate (including liens existing in respect any property hereafter acquired or constructed by the Issuer or a 1Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 180 days after, such acquisition or construction or the commencement of commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (iii) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (iv) securing any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or indebtedness in an amount not in excess of 100% of the fair value of the real estate a corporation at the time such corporation shall become a Subsidiary, or (v) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that the lien of creation any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located, and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an Affiliate of the Issuer) for the financing of the acquisition or construction of property is made prior to, contemporaneously with or within the 180 day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this subsection (a) whether or not created or assumed within such indebtedness (as determined by the Board of Directors); orperiod;
(3b) liens arising from any mortgage, pledge or other lien or encumbrance created for the acquisition sole purpose of a business as a going concern extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by subsection (whether by mergera) of this Section; provided, acquisition of a controlling stock interesthowever, acquisition of assets or otherwise) or to which assets acquired by that the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the principal amount of indebtedness secured by thereby shall not exceed the principal amount of the indebtedness being extended, renewed or refunded and that such extension, renewal or replacement; orrefunding of any mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5c) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 in amountan adequate reserve has been established; pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's, mechanics', carrier's, workmen's, repairmen's or other like liens, and pledges or deposits made in the ordinary course of business to obtain the release of such liens; deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings proceedings; licenses or which involve claims leases or patents, trademarks or trade names; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5)subsection, the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(d) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily for the purpose of manufacturing or providing any product or performing any development work, directly or indirectly, for the Government to secure indebtedness incurred and owing to the Government for the construction, installation or purchase of such equipment, tools, machinery, land or buildings. For the purpose of this subsection (d), "Government" shall mean the Government of the United States of America and any department or agency thereof;
Appears in 1 contract
Samples: Indenture (Unisys Corp)
Limitation on Mortgages and Liens. The Company will not at any time directly or indirectly issue, assume, guarantee or permit to exist any indebtedness secured by a mortgage, pledge, lien or other encumbrance (any mortgage, pledge, lien or other encumbrance being hereinafter in this Section referred to as a "lien") on any of its property or assets or any property or assets of a Restricted Subsidiary, whether now owned or hereafter acquired, without making effective provisions whereby the Securities then outstanding (and, if the Company so elects, any other indebtedness ranking on a parity with the Securities) shall be equally and ratably secured with any such secured indebtedness, so long as any such other indebtedness shall be secured; provided, however, that the foregoing covenant shall not be applicable to the following:
(1) liens in existence on the date of this Indenture; or
(2) liens on real estate (including liens existing in respect of such real estate at the time of acquisition thereof) securing indebtedness in an amount not in excess of 100% of the fair value of the real estate at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; or
(5) liens of taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or which are less than $10,000,000 in amount; pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutes; materialmen's, mechanics', carrier's, workmen's, repairmen's or other like liens, and pledges or deposits made in the ordinary course of business to obtain the release of such liens; liens created by or resulting from any litigation or legal proceeding which is being contested in good faith by appropriate proceedings or which involve claims of less than $10,000,000; deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties or other similar charges; landlords liens on property held under lease; and any other liens similar to those described in this clause (5), the existence of which does not, in the opinion of the Company, materially impair the use by the Company or the Restricted Subsidiary of the affected property in the operation of its business, or the value of such property for the purpose of such business.
Appears in 1 contract
Samples: Indenture (Safeco Corp)
Limitation on Mortgages and Liens. The Company will Issuer shall not at any time time, directly or indirectly issueindirectly, create or assume and shall not cause or permit a Subsidiary, directly or indirectly, to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any of its property or assets Principal Manufacturing Property or any property interest it may have therein or assets of a Restricted or upon any stock or indebtedness of any Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made effective provision) whereby the Securities then outstanding (and, if the Company so elects, and any other indebtedness ranking on a parity with of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and indebtedness thereby secured, so long as any such other obligations and indebtedness shall be so secured; provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence any mortgage, pledge or other lien or encumbrance on any property hereafter acquired or constructed by the date Issuer or a Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 180 days after, such acquisition or construction or the commencement of this Indenture; or
(2) liens on real estate (including liens existing in respect commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (ii) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (iii) securing any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or indebtedness in of a corporation at the time such corporation shall become a Subsidiary, or (iv) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that the lien of any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located, and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an amount not in excess of 100% Affiliate of the fair value Issuer) for the financing of the real estate acquisition or construction of property is made prior to, contemporaneously with or within the 180 day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this subsection (a) whether or not created or assumed within such period;
(b) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by subsection (a) of this Section; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; orrefunding and that such extension, renewal or refunding of any mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5c) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 in amountan adequate reserve has been established; pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's, mechanics', carrier's, workmen's, repairmen's or other like liens, and pledges or deposits made in the ordinary course of business to obtain the release of such liens; deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings proceedings; licenses or which involve claims leases or patents, trademarks or trade names; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5)subsection, the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(d) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection
Appears in 1 contract
Samples: Indenture (Unisys Corp)
Limitation on Mortgages and Liens. The Company Issuer will not at any time directly or indirectly issue, create or assume and will not cause or permit a Subsidiary directly or indirectly to create or assume, guarantee otherwise than in favor of the Issuer or permit to exist any indebtedness secured by a mortgageWholly-Owned Subsidiary, pledge, lien or other encumbrance (any mortgage, pledge, pledge or other lien or other encumbrance being hereinafter in this Section referred to as a "lien") on upon any of its property or assets Principal Facility or any property interest it may have therein or assets upon any stock of a Restricted any Subsidiary or any Indebtedness of any Subsidiary to the Issuer or any other Subsidiary, whether now owned or hereafter acquired, without making effective provisions provision (and the Issuer covenants that in such case it will make or cause to be made, effective provision) whereby the Securities then outstanding (and, if the Company so elects, Notes and any other indebtedness ranking on a parity with Indebtedness of the Securities) Issuer then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably secured with any such secured indebtednessand all other obligations and Indebtedness thereby secured, so long as any such other indebtedness obligations and Indebtedness shall be securedso secured (provided that for the purpose of providing such equal and ratable security, the principal amount of Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series); provided, however, that the foregoing covenant shall not be applicable to the following:
(1i) liens in existence (A) any mortgage, pledge or other lien or encumbrance on any such property hereafter acquired or constructed by the date Issuer or a Subsidiary, or on which property so constructed is located, and created prior to, contemporaneously with or within 360 days after, such acquisition or construction or the commencement of this Indenture; or
(2) liens on real estate (including liens existing in respect commercial operation of such real estate property to secure or provide for the payment of any part of the purchase or construction price of such property, or (B) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Issuer or such Subsidiary, or (C) securing indebtedness any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or Indebtedness of a corporation at the time such corporation shall become a Subsidiary, or (D) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that, in the case of subclauses (A) through (D) of this clause (i), the lien of any such mortgage, pledge or other lien does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so constructed is located; and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an amount not in excess of 100% Affiliate of the fair value Issuer) for the financing of the real estate acquisition or construction of property is made prior to, contemporaneously with or within the 360-day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this clause (i) whether or not created or assumed within such period;
(ii) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending, renewing or refunding any mortgage, pledge, lien or encumbrance permitted by clause (i) of this subsection (a); provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of creation of such indebtedness (as determined by the Board of Directors); or
(3) liens arising from the acquisition of a business as a going concern (whether by merger, acquisition of a controlling stock interest, acquisition of assets or otherwise) or to which assets acquired by the Company or a Restricted Subsidiary in partial or complete satisfaction of secured indebtedness are subject; or
(4) liens to secure the extension, renewal or replacement of any indebtedness secured by any of the liens referred to in (1), (2) or (3) above, provided that there shall not be an increase in the amount of indebtedness secured by such extension, renewal or replacement; orrefunding and that such extension, renewal or refunding mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance extended, renewed or refunded;
(5iii) liens of for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or faith, and against which are less than $10,000,000 an adequate reserve has been established; liens on any such property created in amount; connection with pledges or deposits to secure public or statutory obligations including liens and deposits required or provided for under state insurance laws and similar regulatory statutesto secure performance in connection with bids or contracts; materialmen's’s, mechanics'’, carrier's’s, workmen's’s, repairmen's ’s or other like liens, and pledges ; or liens on any such property created in connection with deposits made in the ordinary course of business to obtain the release of such liens; liens on any such property created in connection with deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involve claims proceedings; leases and liens, rights of less than $10,000,000reverter and other possessory rights of the lessor thereunder; deposits to secure (or in lieu zoning restrictions, easements, rights-of) surety, stay, appeal or customs bonds; deposits to secure the payment of taxes, assessments, customs duties -way or other similar charges; landlords liens restrictions on the use of real property held under leaseor minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this clause (5iii), the existence of which does not, in the opinion of the CompanyIssuer, materially impair the use by the Company Issuer or the Restricted a Subsidiary of the affected property in the operation of its businessthe business of the Issuer or a Subsidiary, or the value of such property for the purpose purposes of such business.;
(iv) any contracts for production, research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts, or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment, tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily for the purpose of manufacturing or producing any product or performing any development work, directly or indirectly, for the Government to secure Indebtedness incurred and owing to the Government for the construction, installation or purchase of such equipment, tools, machinery, land or buildings. For the purpose of this clause (iv), “Government” shall mean the Government of the United States of America and any department, agency or political subdivision thereof and the government of any foreign country with which the Issuer or its Subsidiaries is permitted to do business under applicable law and any department, agency or political subdivision thereof;
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