Common use of Limitations on Negative Pledges Clause in Contracts

Limitations on Negative Pledges. The Company will not permit any of its Subsidiaries to enter into, assume or suffer or permit to exist any agreement prohibiting, conditioning or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any assignment or security for such obligation if an assignment or security is given for some other obligation, other than: (a) the Note Documents; (b) in connection with any Indebtedness described on Schedule 5.19 attached hereto to the extent such agreement is in effect on the date hereof; (c) any such agreement prohibiting other encumbrances on specific property and assets of the Company or any of its Subsidiaries, which encumbrance secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the purchase price therefor and which Indebtedness is otherwise permitted to be incurred under the terms of this Agreement; (d) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (e) any restriction or encumbrance with respect to any Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale, transfer or other disposition of all or substantially all of the property and assets of such Subsidiary so long as such sale or disposition is otherwise expressly permitted under the terms of this Agreement; and (f) any agreement evidencing Indebtedness outstanding on the date a Subsidiary of the Company first becomes a Subsidiary of the Company or any of its Subsidiaries.

Limitations on Negative Pledges. The Company will not Enter into, incur or permit to exist, or permit any of its Subsidiaries Subsidiary to enter into, assume incur or suffer permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any agreement prohibiting, conditioning or otherwise restricting the creation or assumption of any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired, or requiring that requires the grant of any assignment or security for such an obligation if an assignment or security is given granted for some other another obligation, except the following: (i) this Agreement and the other than: Loan Documents, (aii) the Note Documents; (brestrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) in connection with any Indebtedness described on Schedule 5.19 attached hereto of this Agreement if such restrictions or conditions apply only to the extent such agreement is in effect on the date hereof; (c) any such agreement prohibiting other encumbrances on specific property and assets of the Company or any of its Subsidiaries, which encumbrance secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the purchase price therefor and which Indebtedness is otherwise permitted to be incurred under the terms of this Agreement; securing such Indebtedness, (diii) any agreement setting forth customary restrictions on and conditions contained in agreements relating to the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (e) any restriction or encumbrance with respect to any Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale, transfer sale or other disposition of all assets or substantially all of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the property assets or Subsidiary to be sold or disposed of and assets of such Subsidiary so long as such sale or disposition is permitted hereunder, (iv) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise expressly permitted under hereby so long as such restrictions relate to the terms assets subject thereto, (v) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any agreement entered into in the ordinary course of business, (vi) restrictions imposed by the Convertible Note Indenture, the Convertible Notes or the Capped Call Hedge Agreements, and any Permitted Refinancing Indebtedness thereof, (vii) customary restrictions with respect to (A) the Equity Interests of a joint venture and (B) the operation of a joint venture, in each case of this Agreement; and clause (f) any vii), set forth in an agreement evidencing Indebtedness outstanding on the date governing a Subsidiary of the Company first becomes a Subsidiary of the Company joint venture to which such Loan Party or any of its SubsidiariesSubsidiaries is a party.

Limitations on Negative Pledges. The Company will not Enter into, incur or permit to exist, or permit any of its Subsidiaries Subsidiary to enter into, assume incur or suffer permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any agreement prohibiting, conditioning or otherwise restricting the creation or assumption of any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired, or requiring that requires the grant of any assignment or security for such an obligation if an assignment or security is given granted for some other another obligation, other thanexcept the following: (ai) this Agreement and the Note other Loan Documents;, (bii) in connection with restrictions or conditions imposed by any agreement relating to secured Indebtedness described on Schedule 5.19 attached hereto permitted by Section 7.02(b) of this Agreement if such restrictions or conditions apply only to the extent such agreement is in effect on the date hereof; (c) any such agreement prohibiting other encumbrances on specific property and assets of the Company or any of its Subsidiaries, which encumbrance secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the purchase price therefor and which Indebtedness is otherwise permitted to be incurred under the terms of this Agreement;securing such Indebtedness, (diii) any agreement setting forth customary restrictions on and conditions contained in agreements relating to the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (e) any restriction or encumbrance with respect to any Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale, transfer sale or other disposition of all assets or substantially all of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the property assets or Subsidiary to be sold or disposed of and assets of such Subsidiary so long as such sale or disposition is permitted hereunder, (iv) customary provisions in leases restricting the assignment or sublet thereof or asset sale agreements otherwise expressly permitted under hereby so long as such restrictions relate to the terms assets subject thereto, (v) customary provisions in leases, subleases, licenses, sublicenses, licensing agreements and other contracts restricting the assignment, sublet, pledge or transfer thereof entered into by the Borrower or any Subsidiary of this Agreement; the Borrower in the ordinary course of business, (vi) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens), (vii) the De-SPAC Documents, and (fviii) any agreement evidencing Indebtedness outstanding on the date a Subsidiary of the Company first becomes a Subsidiary of the Company or any of its SubsidiariesExisting Credit Facilities Payoff Letter.

Limitations on Negative Pledges. The Company will not Enter into, incur or permit to exist, or permit any of its Subsidiaries Subsidiary to enter into, assume incur or suffer permit to exist, directly or indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition KL2 3287103.6 ​ upon the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur or permit to exist any agreement prohibiting, conditioning Lien (other than Permitted Liens) in favor of the Agents or otherwise restricting the creation Lenders upon any of its property or assumption of any Lien upon its properties or assetsrevenues, whether now owned or hereafter acquired, except the following: (i) this Agreement, the other Loan Documents, and any other agreement or requiring document evidencing Subordinated Indebtedness; (ii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 7.02(b) of this Agreement or that expressly permits Liens for the grant benefit of any assignment the Lenders and the Agents with respect to the Term Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable basis; (iii) arise pursuant to applicable Requirements of Law, or security for such obligation if an assignment or security is given for some other obligation, other than: (a) the Note Documents; (b) arise in connection with any Indebtedness described on Schedule 5.19 attached hereto Disposition permitted by Section 7.02(c) and is applicable solely to the extent property subject to such agreement is Disposition; (iv) customary restrictions in effect on the date hereof; (c) any such agreement prohibiting other encumbrances on specific property and assets of the Company leases, subleases, licenses or any of its Subsidiaries, which encumbrance secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the purchase price therefor and which Indebtedness is asset sale agreements otherwise permitted to be incurred under the terms of this Agreement; (d) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (e) any restriction or encumbrance with respect to any Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale, transfer or other disposition of all or substantially all of the property and assets of such Subsidiary hereby so long as such sale restrictions only relate to the assets subject thereto; (v) Liens approved in writing by the Required Lenders that are incurred or disposition is assumed in connection with a Permitted Acquisition; and (vi) customary provisions restricting assignment or transfer contained in any permit or license, issued by a Governmental Authority. Anti-Money Laundering and Anti-Terrorism Laws. None of the Loan Parties or their Subsidiaries or agents, shall: conduct any business or engage in any transaction or dealing with or for the benefit of any Sanctioned Person, including the making or receiving of any contribution of funds, goods or services to, from or for the benefit of any Sanctioned Person in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws; deal in, or otherwise expressly permitted under engage in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to the terms OFAC Sanctions Programs in violation of any of the Anti-Money Laundering and Anti-Terrorism Laws; use any of the proceeds of the transactions contemplated by this Agreement; and Agreement to finance, promote or otherwise support in any manner (fi) any agreement evidencing Indebtedness outstanding on Sanctioned Person or (ii) any illegal activity, including, without limitation, any violation of the date a Anti-Money Laundering and Anti-Terrorism Laws or any specified unlawful activity as that term is defined in the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956 and 1957; or violate, attempt to violate, or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, any of the Anti-Money Laundering and Anti-Terrorism Laws. None of the Loan Parties, nor any Subsidiary of the Company first becomes a Subsidiary any of the Company Loan Parties, nor any officer, director or principal shareholder or owner of any of its Subsidiariesthe Loan Parties, nor any of the Loan Parties’ respective agents acting or benefiting in any capacity in connection with the Term Loans or other transactions hereunder, shall be or shall become a Sanctioned Person.

Limitations on Negative Pledges. The Company will not and will not permit any of its Subsidiaries the Guarantors to enter into, assume or suffer or permit to exist any agreement prohibiting, conditioning or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any assignment or security for such obligation if an assignment or security is given for some other obligation, other than: (a) the Note Documents; (b) in connection with any Indebtedness described on Schedule 5.19 attached hereto permitted under Section 9.3 to the extent such agreement is in effect on the date hereof; (c) any such agreement prohibiting other encumbrances on specific property and assets of the Company or any of its Subsidiariesthe Guarantors, which encumbrance secures the payment of Indebtedness incurred solely to acquire, construct or improve such property or assets or to finance the purchase price therefor and which Indebtedness is otherwise permitted to be incurred under the terms of this Agreement; (d) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (e) any restriction or encumbrance with respect to any Subsidiary of the Company Obligor imposed pursuant to an agreement that has been entered into for the sale, transfer or other disposition of all or substantially all of the any property and assets of such Subsidiary Obligor so long as such sale or disposition is otherwise expressly permitted under the terms of this AgreementAgreement and so long as such restriction or encumbrance covers only the assets to be sold; and (f) any agreement evidencing Indebtedness outstanding on the date a Subsidiary of the Company first becomes a Subsidiary of the Company or any of its Subsidiariesthe Guarantors.