Negative Pledge Assets Sample Clauses
A Negative Pledge Assets clause restricts a borrower from granting security interests or liens over certain assets to other creditors. In practice, this means the borrower cannot use specified assets as collateral for new loans or obligations, ensuring these assets remain unencumbered. This clause protects the interests of existing lenders by preventing the borrower's assets from being pledged elsewhere, thereby reducing the risk that other creditors could gain priority claims over those assets in the event of default.
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.
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.
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.
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...
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.