Negative Pledge; Liens. The Borrower and the Guarantor will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creation, incurrence, assumption or existence of:
(i) Liens in favor of the Bank;
(ii) Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established;
(iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were incurred in the ordinary course of business, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;
(iv) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period;
(v) Permitted Encumbrances;
(vi) Liens created pursuant to the Security Instruments;
(vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; and
(viii) Liens permitted under the Credit Agreement.
Negative Pledge; Liens. (i) Create, assume, incur, or suffer to be created, assumed, incurred or to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii)transfer or permit any Subsidiary to transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iii)acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement, including, without limitation, Capitalized Leases; or (iv)suffer to exist any Indebtedness which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given priority over its general creditors; or (v)enter, or permit or cause any Subsidiary to enter into any agreement which purports to restrict in any manner the ability of the Borrower or any Subsidiary to grant security interests or liens to the Agent for the benefit of the Agent and the Banks, in respect of assets either of the Company or of any Subsidiary, which assets have not theretofore been encumbered or made subject to the grant of a security interest in favor of or for the benefit of the Agent and the Banks; provided, however, that the Borrower and its Subsidiaries may create or incur or suffer to be created or incurred or to exist:
(1) Liens in favor of the Agent for the benefit of the Agent and the Banks;
(2) Nonconsensual Liens to secure claims for Indebtedness permitted by Section 5.02(b)(2) hereof;
(3) Liens existing on the date hereof and Liens securing Indebtedness permitted by Section 5.02(b) hereof;
(4) Deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other social security obligations; (5) Purchase money security interests (including mortgages, conditional sales, and any other title retention or deferred purchase devices) in personal property of Borrower or a Subsidiary existing or created at the time of acquisition thereof, and the renewal, extension and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that...
Negative Pledge; Liens. The Loan Parties shall not create, incur, assume or suffer to exist any Lien of any kind on any of the Specified Assets, except the following (collectively, "Permitted Liens"):
(i) Liens in favor of the Purchaser;
(ii) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic's, warehousemen's, attorneys' and statutory landlords' liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Loan Parties as the case may be; and provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchaser, unreasonably jeopardized thereby; and
(iii) Liens securing the payments of taxes, assessments and governmental charges or levies incurred in the ordinary course of business that either (a) are not delinquent, or (b) are being contested in good faith by appropriate legal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any such contest, the Loan Parties shall suffer no loss of any privilege of doing business or any other right, power or privilege necessary or material to the operation of the Business.
Negative Pledge; Liens. In the case of Borrower or any of its Subsidiaries which is a pledgor under any Pledge Agreement: (i) create, assume, incur or suffer to be created, assumed, incurred or to exist any Lien upon any of its respective properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) covenant in favor of any party (other than the Collateral Agent, for the benefit of the Lenders) that it will not create, assume, incur or suffer to be created, assumed, incurred or to exist any Lien upon its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iii) permit or acquiesce in the perfection of any security interest held by any party (other than the Collateral Agent, for the benefit of the Lenders) against any of the properties or assets of Borrower or any such pledgor; (iv) transfer any of its respective properties or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (v) suffer to exist for a period of more than 30 days after the same has been incurred any Indebtedness which if unpaid would by law or upon bankruptcy or insolvency, or otherwise, be given priority over its general creditors; or (vi) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper (as such terms are defined in the UCC), with or without recourse; PROVIDED that Borrower or any such pledgor may create, assume or incur or suffer to be created or incurred or to exist, and may cause or permit any such pledgor to create, assume or incur or suffer to be created or incurred or to exist, any Permitted Lien.
Negative Pledge; Liens. The Loan Parties shall not create, incur, assume or suffer to exist any Lien of any kind on any of its properties or assets of any kind, except the following (collectively, "Permitted Liens"):
(i) Liens on the assets of the Loan Parties created in connection with the Senior Debt, to which Purchaser's Liens under the Security Documents will be subordinate;
(ii) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic's,
Negative Pledge; Liens. The Company shall not create, incur, assume or suffer to exist any Lien of any kind on any of its properties or assets of any kind, except the following (collectively, "Permitted Liens"):
(i) Liens created in connection with the Senior Debt and Specified Senior Debt but only to the extent such Senior Debt and Specified Senior Debt is permitted under the Subordination Agreement;
(ii) Liens for or priority claims imposed by law which are incidental to the conduct of business or the ownership of properties and assets (including mechanic's warehousemen's, attorneys' and statutory landlords' liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Company as the case may be; provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be
Negative Pledge; Liens. The Loan Parties shall not create, incur, assume or suffer to exist any Lien of any kind on any of their properties or assets of any kind, except the following:
(i) Liens created in connection with the Senior Financing;
(ii) Permitted Liens;
(iii) Liens listed on the "Permitted Encumbrances Schedule" attached hereto as Schedule 7.2(b); and
(iv) other Liens on assets securing Indebtedness incurred to acquire such assets pursuant to Section 7.2(a)(vii) in an aggregate amount not to exceed the aggregate purchase price of such assets.
Negative Pledge; Liens. Except pursuant to the Pledge Agreement: (i) create, assume, incur or suffer to be created, assumed, incurred or to exist any Lien upon any of its properties or assets (including, without limitation, the Pledged Shares, or the income or profits therefrom) other than in favor of Vanguard; (ii) covenant in favor of any party (other than Vanguard) that it will not create, assume, incur or suffer to be created, assumed, incurred or to exist any Lien upon any of the Pledged Shares, or the income or profits herefrom; (iii) permit or acquiesce in the perfection of any security interest held by any party (other than Vanguard) against any of its properties or assets (including, without limitation, the Pledged Shares, or the income or profits therefrom); (iv) Transfer any of its properties or assets (including, without limitation, the Pledged Shares or the income or profits therefrom) for any reason, including, without limitation, for the purpose of subjecting the same to the payment of Debt or performance of any other obligation; or (v) execute or authorize to file in any public office any financing statement (or similar statement or instrument or registration under any law) or statements relating to its properties or assets (including, without limitation, the Pledged Shares), other than for the benefit of Vanguard.
Negative Pledge; Liens. Company shall not, and shall cause each Loan Party to not, create, incur, assume or suffer to exist any Lien of any kind on any of their properties or assets of any kind, except the following (collectively, “Permitted Liens”):
(i) Liens created pursuant to the Senior Credit Documents;
(ii) Liens in favor of Agent in connection with the Pledge Agreement and Negative Pledge;
(iii) Liens for taxes, assessments and other governmental charges the payment of which is the subject of a Contest;
(iv) Liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or the payment of which is the subject of a Contest;
(v) any Liens reflected on the Title Insurance Policy or any Title Continuation;
(vi) easements granted by the Company or any Loan Party to any utility serving the Project as required for the operation of any Plant or to facilitate proposed sales of carbon dioxide; provided, that in each such case:
(1) such easement will not adversely affect the costs under any Design Build Contract or any other Project Costs;
(2) such easement will not adversely affect the operations of any Plant; and
(3) such easement has been approved by the Owner’s Engineer;
(vii) Liens arising out of judgments or awards that (A) do not constitute an Event of Default under Section 8.1(k) and (B) that are subject to a Contest; and
(viii) the netting and set-off rights permitted under Section 6 of each Master Agreement
Negative Pledge; Liens. 54 5.24 Loans to Xxxxxxx by Subsidiaries; Subordination.............. 54 ARTICLE VI -
