Negative Pledge Assets Sample Clauses

Negative Pledge Assets. Except as expressly permitted by subsections 8.1 and 8.17, all of the Borrower’s Negative Pledge Assets are and will continue to be owned by the Borrower (except for Goods and Inventory sold in the ordinary course of Borrower’s business), have been or will (in the ordinary course of Borrower’s business) be fully paid for and are free and clear of all security interests, liens, pledges, negative pledges, claims and encumbrances, except the Negative Pledge in favor of Lender and Permitted Liens, as set forth on Schedule 6.5 hereto. The Negative Pledge Assets are located at the locations set forth on Exhibit A1 or Exhibit A2 attached hereto, except for Inventory in transit or at processors or packagers in conformity with the terms of the Agreement and the Inventory sold through the Deposit Inventory System which is located at Borrower’s Customer’s locations.
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Negative Pledge Assets. 3.1.1 Unless as specified in Annex 3.1.1, the Company have not created any charge of any sort over any of its assets and have not given any guarantee in favor of any third party and nor have it undertaken to create any such charge or give any such guarantee. 3.1.2 (1) No guarantee or security (whether in personam or in rem) or indemnification undertaking has been nor shall be given to any third party by any Entity Within the Affiliated Group including the Company to secure any debts or undertakings of the Company; and (2) the Company undertakes to not provide any third party with any such guarantee or security or indemnification undertaking unless it is in connection with an indemnification letter for the Company’s directors and officers pursuant to their role within the Company. 3.1.3 The Company and any of its Subsidiaries, will not create (or commit to create) a charge, mortgage, pledge, encumbrance, attachment, lien, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, other agreement or arrangement or other third party and/or legal entity right the effect of any of which is the creation of security, over the whole or any part of any of its existing or future Assets (inter alia, money, revenues, and any other rights (including intellectual rights) of any Subsidiary of the Company) in any manner or form, for any purpose or reason in favor of any third party and the Company will not give any guarantee in favor of any third party (or an indemnification undertaking to an entity that provides any such guarantee) and nor will the Company in any way undertake to do any of the foregoing, all unless the Company have received the prior written consent of the Bank. 3.1.4 Without the prior written consent of the Bank, the Company will not wholly or partially sell, transfer, deliver, lease or rent any of its existing or future Assets to another, including an Entity Within the Affiliated Group, and the Company will not undertake to do so, except in the ordinary course of business and on market terms. 3.1.5 The Company will exercise all of the voting power that it will have, in the Subsidiaries, such that: 3.1.5.1 the Subsidiaries will not create a charge over the whole or any part of any of their existing or future Assets in any manner or form, for any purpose or reason, in favor of any third party and will not give any guarantee in favor of any third party (or an indemnification undertaking to an entity that provides...
Sample 1
Negative Pledge Assets. Borrower shall not permit any Person to have a Lien on or security interest in any of the Negative Pledge Assets or any accessions, improvements, additions to, substitutions for and replacements for and products, profits and proceeds of any of the Negative Pledge Assets; provided Lender acknowledges that (i) Borrower has entered into a contract for the purchase and sale of the land and improvements comprising the Carolina Beach Facility to a third party purchaser and consents to such sale pursuant to the terms of said purchase contract and (ii) Borrower has sold its interest in the license/CON for the beds at the Carolina Beach Facility to a third party purchaser. The Borrower agrees that compliance with this Article 9 is a material inducement to the Lender’s advancing credit under this Agreement. The Borrower further agrees that in addition to all other remedies available to the Lender, the Lender shall be entitled to specific enforcement of the covenants in this Article 9, including injunctive relief.
Sample 1
Negative Pledge Assets. Each of the Notes Receivable, Notes Receivable Documents and Partnership Interests (other than the Borrower's interest in Millenia Car Wash, LLC and the common stock of Price owned by Borrower), and collectively all of them. NET INCOME (OR LOSS). With respect to any Person (or any asset of any Person) for any fiscal period, the net income (or loss) of such Person (or attributable to such asset), after deduction of all expenses, taxes and other proper charges, determined in accordance with generally accepted accounting principles. NON-RECOURSE INDEBTEDNESS. Indebtedness for borrowed money of a Person which is secured by one or more parcels of Real Estate and related personal property or interests therein and is not a general obligation of such Person, the holder of such Indebtedness having recourse solely to the parcels of Real Estate, the personal property related thereto and the leases, rents and profits relating thereto specifically pledged as security for such Indebtedness.
Sample 1
Negative Pledge Assets. The Guarantors shall comply in all respects with the provisions of Article XI of the Indenture with respect to the Negative Pledge Assets. For the purposes of this Section 2.2(m), references to a "Property" or "Properties" in Article XI of the Indenture shall be deemed to be references to the Negative Pledge Assets.
Sample 1

Related to Negative Pledge Assets

  • Negative Pledge The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, except: (i) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement; (iii) Permitted Encumbrances; (iv) Liens on property (A) of a Subsidiary to secure only obligations owing to the Borrower or another such Subsidiary or (B) of any Person which becomes a Subsidiary after the date of this Agreement, provided that such Liens in this clause (B) are in existence at the time such Person becomes a Subsidiary and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property; provided that no such Lien shall extend to or cover any property of the Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 18 months of acquisition thereof; (vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower or any Subsidiary under such lease; (vii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $50,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the Liens permitted in the foregoing clauses (i) through (viii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Borrower and any of its Subsidiaries, provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed $250,000; (x) any extension, renewal or replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); and (xi) additional Liens upon real and/or personal property of the Borrower or any of its Subsidiaries created after the date hereof so long as Unsecured Debt (as defined below) shall not, at any time, exceed Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

  • Negative Pledge Agreements; Dividend Restrictions The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Equity Interests or Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

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