Negative Pledge; Liens. The Borrower and the Guarantor 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 now existing or hereafter created in connection with the Senior Financing, to which Liens the Lender will subordinate its Liens to on the terms set forth in the Subordination Agreement;
(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 thereby shall not be overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Borrower;
(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 Borrower 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;
(iv) Liens listed on Schedule 7.2(b) hereto; and
(v) Extensions, renewals and replacements of Liens referred to in clauses (i) through (iv) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced.
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 Foster or any Subsidixxx xx 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 Foster and its Subsidxxxxxx 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(a)(2) hereof;
(3) Liens existing on the date hereof and Liens securing Indebtedness permitted by Section 5.02(a) 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 Foster 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 the princ...
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. 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 (collectively, "Permitted Liens"):
(i) Liens created in connection with the Senior Financing, which Liens Purchaser will subordinate to on terms that are reasonably acceptable to Purchaser;
Negative Pledge; Liens. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except for:
(a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $585,000,000;
(b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary;
(c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof;
(d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary;
(e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary;
(f) any Lien arising out of refinancing, extending, renewing or refunding (or successively refinancing, extending, renewing or refunding) any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the principal amount of such Debt is not increased and such Debt is not secured by any additional assets;
Negative Pledge; Liens. 54 5.24 Loans to Xxxxxxx by Subsidiaries; Subordination.............. 54 ARTICLE VI -
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. 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. Throughout the term of this Agreement, neither Xxxxxxx nor any of the Subsidiaries shall create, assume or permit to exist any Lien on any of its assets (including any of the capital stock held in any Subsidiary) except for such Liens granted from time to time by Subsidiaries who are not Borrowers hereunder, and then only to the extent that such Liens in the aggregate secure Indebtedness not exceeding ten (10%) percent of Consolidated Net Worth at any time.
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