Mortgages and Liens. The Company will not create, incur, assume or permit to exist any mortgage, pledge, security interest, encumbrance, lien or charge of any kind upon any of the Company's properties or assets of any character, whether owned on the date hereof or hereafter acquired, or hold or acquire any property or assets of any character under conditional sales or other title retention agreements, except:
(i) the Mortgage and any other mortgages, liens, pledges and security interests exclusively in favor of TDF and the Issuer;
(ii) purchase money mortgages or other purchase money liens or security interests, and capitalized leases described in Section 7.5(a)(v), covering any fixed or capital assets hereafter acquired, provided that (A) no such mortgage, lien, security interest or capitalized lease shall extend to or cover any other property of the Company, (B) the Debt secured by such mortgages, liens, security interests or capitalized lease is permitted pursuant to Section 7.5, and (C) the Company provides to TDF copies of such mortgages, liens, security interests and capitalized leases within 15 days after execution and delivery by the Company;
(iii) Liens for taxes, assessments or governmental charges or levies, provided payment thereof shall not at the time be required; liens for assessments imposed by any tourism improvement district created under the Tourism Improvement District Act of 1998 in which the Property shall be included after the date hereof with the consent of TDF (provided that TDF hereby agrees to consent to the inclusion of the Property in any such district that has the sole purpose of financing the guard house, lighting, roads, and other basic infrastructure for the Property); and mechanics', workmen's, repairmen's, warehousemen's, vendors' or carriers', liens or other similar liens arising in the ordinary course of business which have been transferred to bond;
(iv) Liens securing the indebtedness described in Section 7.5(a)(vi) which have been approved in writing by TDF; and
(v) the Permitted Encumbrances.
Mortgages and Liens. To the best knowledge and belief of the Borrower and its Subsidiaries, none of the property assets, income or revenues of any character of the Borrower is subject to any mortgage, lien, pledge, charge, security interest, defect or other encumbrance of any kind, other than mortgages, liens, pledges, charges, security interests, defects and other encumbrances expressly permitted by the provisions contained in Section 9.2 of this Agreement.
Mortgages and Liens. Will be permitted to create, incur or permit to exist any mortgage, pledge, encumbrance, lien, security interest, security device, or charge of any kind (including liens or charges upon properties acquired or to be acquired under conditional sales agreements or other title retention devices), collectively “Liens”, on the property of the Company or any Subsidiary, whether now owned or hereafter acquired, or upon any income or profits therefrom; provided, however, that at the time of the creation of each Lien and immediately after giving effect thereto and to the application of any proceeds of the Indebtedness secured thereby, the aggregate outstanding principal Indebtedness then secured by all Liens shall not exceed 15% of Consolidated Total Assets. Without limitation of the independent application and effect of this Section 7.10, it is expressly agreed and understood that Liens permitted by this Section 7.10 are and shall be permitted only upon the express condition that the obligations so secured do not violate the applicable provisions of Section 7.9.
Mortgages and Liens. None of the property, assets, income or revenues of any character of Borrower or any Restricted Subsidiary is subject to any mortgage, lien, pledge, charge, security interest, defect, restrictions on transfer or assignment thereof or other encumbrance of any kind, other than mortgages, liens, pledges, charges, security interests, defects and other encumbrances expressly permitted by ss.9.19 of this Agreement.
Mortgages and Liens. The Borrower shall not create or suffer to exist any Lien with respect to any of its properties or assets, whether now owned or hereafter acquired, or in any proceeds or income therefrom except for:
(a) the Liens created under the Security Documents or pursuant to any of the other Financing Documents;
(b) Liens for Taxes or other governmental Liens and charges which are not yet due and payable or which are being contested or litigated in good faith and are adequately reserved for in accordance with GAAP;
(c) any mechanic's, workmen's or other like Liens arising by mandatory provision of law securing obligations incurred in the ordinary course of business that are not yet overdue or that are being contested or litigated in good faith and that are adequately reserved for in accordance with GAAP;
(d) Liens arising under the JOA (as in effect on the first Closing Date); and
(e) Liens arising under the Stock Purchase Agreement or the Inter-Purchaser Agreement or the obligation to pay Required Payments to the GORC, in any case (i) as such agreements or obligations are in effect on the date hereof and (ii) only with respect to amounts that are not yet due and payable.
Mortgages and Liens. The Borrower is not and will not be a party to negative pledges except in favor of the Bank. The Borrower will not create, or allow to exist, voluntarily or involuntarily, any mortgage, pledge, lien, security interest, or other encumbrance of any kind (including the charge upon property purchased under conditional sales or other title retention agreements) upon any of its property whether now owned or hereafter acquired, excluding only (i) interests held by the Bank, (ii) taxes, assessments, governmental charges not yet due or diligently contested in good faith by appropriate proceedings prior to levies, executions, or other enforcement actions occurring and for which appropriate reserves are maintained and (iii) interests permitted by the Addendum. The Borrower will not discount or sell any of its accounts receivable.
Mortgages and Liens. Except only for the Permitted Liens, no Liens shall exist on the Purchased Interests and/or the Acquired Company Assets as of the Closing Date.
Mortgages and Liens. The Company shall not create, assume or otherwise permit to exist any mortgage, encumbrance, or lien on, or other security interest in, any of its properties or assets, whether now owned or hereafter acquired, or in any proceeds or income therefrom, except for (i) the liens and encumbrances created under the Security Documents or pursuant to any of the other Financing Documents; (ii) liens or encumbrances for taxes or other statutory liens which are being contested or litigated in good faith; (iii) any mechanic's, workmen's or other like liens arising by mandatory provision of law securing obligations incurred in the ordinary course of business which are not yet overdue or which are being contested or litigated in good faith; and (iv) liens or encumbrances not ranking prior to or pari passu with the liens and encumbrances arising under the Security Documents which secure Indebtedness allowed under Section 7.02(c) hereof incurred in the ordinary course of business.
Mortgages and Liens. None of the property, assets, income or --------- --- ----- revenues of any character, or any rights relating thereto, of any of the Sterling Companies is subject to any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind, other than Permitted Liens. Set forth on Schedule 5.9 hereto is a true and correct list of each office or other ------------ location maintained by any of the Sterling Companies in the United States of America. In all jurisdictions set forth on Schedule 5.9, and, to the best ------------ knowledge of the Company (without having conducted UCC searches), in all other jurisdictions located in the United States of America or any state thereof, no financing statement which names any of the Sterling Companies as a debtor has been filed pursuant to Article 9 of the Uniform Commercial Code of any state of the United States, and none of the Sterling Companies has signed any financing statement or security agreement or authorized any Person to file any such financing statement in any such jurisdiction, except (a) for notice filings by lessors of personal property or equipment under leases, or (b) with respect to Permitted Liens.
Mortgages and Liens. None of the property, assets, income or --------- --- ----- revenues of any character, or any rights relating thereto, of any of the Commerce Companies is subject to any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind, other than Permitted Liens. Set forth on Schedule 5.9 hereto is a true and correct list of each office or other ------------ location maintained by any of the Commerce Companies in the United States of America. In all jurisdictions set forth on Schedule 5.9, and, to the best ------------ knowledge of the Company (without having conducted UCC searches), in all other jurisdictions located in the United States of America, any state thereof or the District of Columbia, no financing statement which names any of the Commerce Companies as a debtor has been filed pursuant to Article 9 of the Uniform Commercial Code of any state of the United States or the District of Columbia, and none of the Commerce Companies has signed any financing statement or security agreement or authorized any Person to file any such financing statement in any such jurisdiction, except (a) for notice filings by lessors of personal property or equipment under leases, or (b) with respect to Permitted Liens.
