Common use of No Further Negative Pledge Clause in Contracts

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired to secure the Obligations.

Appears in 5 contracts

Samples: Credit Agreement (Resmed Inc), Credit Agreement, Assignment and Assumption (Resmed Inc)

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No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness Enter into any agreement, instrument, deed or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment lease which prohibits or encumbrance of limits the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment ability of any agreement entered into in the ordinary course of businessCompany to create, (h) Borrower’s Capital Stockincur, (i) restrictions and conditions imposed by law, rule assume or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of suffer to exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (c) any prohibition or limitation that (i) exists pursuant to secure applicable Legal Requirements, or (ii) consists of customary restrictions and conditions contained in any agreement relating to the Obligationssale of any property pending the consummation of such sale; provided that (1) such restrictions apply only to the property to be sold and such sale is permitted hereunder, and (2) such sale is permitted hereunder, or (iii) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or one of its Subsidiaries; (d) prohibitions and limitations contained in any agreement to which a Subsidiary is a party that was in effect at the time such Subsidiary became a Subsidiary of a Borrower, so long as such agreement was not entered into in anticipation or contemplation of such person becoming a Subsidiary and such prohibitions and limitations only relate to such Subsidiary; (e) customary non-assignment provisions in customer contracts and licenses of (or any other grants of rights to use) Intellectual Property, in each case entered into in the ordinary course of business; and (f) is imposed by any amendments that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in this Section 6.17; provided that such amendments are no more restrictive with respect to the prohibitions and limitations in such contracts, instruments or obligations as in effect prior to any such amendment.

Appears in 2 contracts

Samples: Credit Agreement (Biglari Holdings Inc.), Credit Agreement (Biglari Holdings Inc.)

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness permitted under Section 8.03(c) or to be sold pursuant to an executed agreement with respect to an asset salesale permitted under Section 8.05, (b) enforceable provisions in leases permitted under Section 8.03(c) or operating leases (including real property leases) prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this AgreementAgreement that restrict attachment of Liens on such joint venture (or similar entity’s) assets or Equity Interests, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement in agreements entered into in the ordinary course of businessbusiness restricting assignment of such agreement; provided that Borrower has complied with its obligations under Section 7.17, if applicable, and (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as Borrower has complied with its obligations under Section 7.17, if applicable, and any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired acquired, to secure the Obligations. In addition, other than with respect to provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement that may restrict dividends or guaranties from such entity, enter into any Contractual Obligation limiting the ability of any Subsidiary to (a) make Restricted Payments to Borrower or any Guarantor or to otherwise transfer property to Borrower or any Guarantor, or (b) Guarantee the Indebtedness of Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Wageworks, Inc.), Amended and Restated Credit Agreement (Wageworks, Inc.)

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Second Amendment Effective Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary of Parent so long as such agreement was not entered into in contemplation of the Person becoming a SubsidiarySubsidiary of Parent, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) BorrowerParent’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Revolving Credit Agreement and the other Loan Documents (as defined in the Term Loan Revolving Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower Parent nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired acquired, to secure the Obligations.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Resmed Inc)

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock, Stock and (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired to secure the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Resmed Inc)

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, Indebtedness and (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired to secure the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Resmed Inc)

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Revolving Credit Agreement and the other Loan Documents (as defined in the Term Loan Revolving Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired acquired, to secure the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Resmed Inc)

No Further Negative Pledge. Except with respect Enter into or suffer to (a) specific exist or become effective any agreement that prohibits or limits the ability of a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property encumbered or revenues, whether now owned or hereafter acquired, to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, the Obligations other than (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (ci) agreements granting Liens permitted by this Agreement, (d) agreements in effect on existing as of the Closing Date, (ii) as permitted by Section 6.11 and (iii) (a) this Agreement and the other Financing Agreements, (b) any agreements governing any Liens permitted hereunder (in each such case, any prohibition or limitation shall only be effective against the property financed thereby or subject to such Lien and proceeds thereof), (c) customary nonassignment provisions contained in leases, licenses and similar agreements, joint venture arrangements and other contracts (in each case other than those with respect to Real Property) and so long as such restrictions are limited to such leases, licenses and similar agreements, joint venture arrangements or other contracts, or, in the case of leases, licenses and similar agreements, the property subject thereto), (d) any agreements governing any Excluded Property (in which case any prohibition or limitation shall only be effective against such Excluded Property applicable thereto and proceeds thereof), (e) provisions as required by applicable Law, including any Gaming Law, (f) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Agreement, (g) agreements in joint venture existence with respect to a Restricted Subsidiary at the time it is so designated or at the time such person becomes a Restricted Subsidiary, provided, however, that such agreements and other similar agreements are not entered into in anticipation or contemplation of such designation or of such person becoming a Restricted Subsidiary, (h) restrictions on deposits made in connection with license applications or to secure letters of credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and not otherwise prohibited under this Agreement, appeal bonds and other similar obligations (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation or to secure letters of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stockcredit or surety or other bonds relating thereto), (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement the subordination provisions of any Indebtedness owed to Borrower or any other Loan Documentof its Restricted Subsidiaries, (j) any agreement governing any Permitted Additional Indebtednessagreements, encumbrances or restrictions existing on the Closing Date and (k) the Term Loan Credit Agreement and the other Loan Documents (as defined restrictions in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (agreements governing Permitted Refinancing Indebtedness so long as any such restrictions are not materially no more restrictive, taken as a whole, restrictive in any material respect than those contained the restrictions in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting agreements governing the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired to secure the ObligationsIndebtedness being refinanced.

Appears in 1 contract

Samples: Credit Agreement (Stockbridge/Sbe Investment Company, LLC)

No Further Negative Pledge. Except with respect Enter into, incur or permit to (a) specific property encumbered exist, or permit any Subsidiary to secure payment of particular Indebtedness enter into, incur or permit to be sold pursuant to an executed agreement with respect to an asset saleexist, (b) enforceable provisions in leases prohibiting assignment directly or encumbrance indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of the applicable leasehold interestParent, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) Borrower or any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a SubsidiaryBorrower to create, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule incur or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of permit to exist any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement and the other Loan Documents, (ii) restrictions or conditions imposed by the Senior Note Documents, (iii) restrictions or conditions imposed by any agreement relating to secure secured Indebtedness permitted by Section 7.02(a) of this Agreement if such restrictions or conditions apply only to the Obligationsproperty or assets securing such Indebtedness, (iv) any customary restrictions and conditions contained in agreements relating to the sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, (v) customary provisions in leases restricting the assignment or sublet thereof and (vi) restrictions or conditions imposed by any agreement relating to Permitted Indebtedness if such restrictions or conditions are not more restrictive taken as a whole to the Parent and its Subsidiaries than the restrictions and conditions contained in this Agreement or the Senior Note Documents.

Appears in 1 contract

Samples: Credit Agreement (Lantheus MI Intermediate, Inc.)

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No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired acquired, to secure the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Wageworks, Inc.)

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired to secure the Obligations.

Appears in 1 contract

Samples: Credit Agreement (Resmed Inc)

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Revolving Credit Agreement and the other Loan Documents (as defined in the Term Loan Revolving Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien F or p er so na l u se o nl upon any of its properties or assets, whether now owned or hereafter acquired acquired, to secure the Obligations.

Appears in 1 contract

Samples: Credit Agreement

No Further Negative Pledge. Except with respect Enter into, incur or permit to (a) specific property encumbered exist, or permit any Subsidiary to secure payment of particular Indebtedness enter into, incur or permit to be sold pursuant to an executed agreement with respect to an asset saleexist, (b) enforceable provisions in leases prohibiting assignment directly or encumbrance indirectly, any agreement, instrument, deed, lease or other arrangement that prohibits, restricts or imposes any condition upon the ability of the applicable leasehold interestParent, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) Borrower or any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a SubsidiaryBorrower to create, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock, (i) restrictions and conditions imposed by law, rule incur or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of permit to exist any Lien upon any of its properties property or assetsrevenues, whether now owned or hereafter acquired acquired, or that requires the grant of any security for an obligation if security is granted for another obligation, except the following: (i) this Agreement and the other Loan Documents, (ii) restrictions or conditions imposed by the Senior Note Documents, (iii) restrictions or conditions imposed by any agreement relating to secure secured Indebtedness permitted by Section 7.02(a) of this Agreement if such restrictions or conditions apply only to the Obligationsproperty or assets securing such Indebtedness, (iv) any customary restrictions and conditions contained in agreements relating to the sale or other disposition of assets or of a Subsidiary pending such sale or other disposition; provided, that such restrictions and conditions apply only to the assets or Subsidiary to be sold or disposed of and such sale or disposition is permitted hereunder, (v) customary provisions in leases restricting the assignment or sublet thereof and (vi) restrictions or conditions imposed by any agreement relating to Permitted Indebtedness if such restrictions or conditions are not more restrictive taken as a whole to the Parent and its Subsidiaries than the restrictions and conditions contained in this Agreement or the Senior Note Documents.

Appears in 1 contract

Samples: Credit Agreement (Lantheus Medical Imaging, Inc.)

No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary of Parent so long as such agreement was not entered into in contemplation of the Person becoming a SubsidiarySubsidiary of Parent, (g) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (h) BorrowerParent’s Capital Stock, (i) restrictions and conditions imposed by law, rule or regulation or by this Agreement or any other Loan Document, (j) any agreement governing any Permitted Additional Indebtedness, (k) the Term Loan Revolving Credit Agreement and the other Loan Documents (as defined in the Term Loan Revolving Credit Agreement) and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither Borrower Parent nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired acquired, to secure the Obligations.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Resmed Inc)

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