No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 4 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
No Further Negative Pledges. Except with respect Neither the Borrower nor any Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (QualTek Services Inc.), Credit and Guaranty Agreement (QualTek Services Inc.), Credit and Guaranty Agreement (QualTek Services Inc.)
No Further Negative Pledges. 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 a permitted Disposition, Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (ce) restrictions identified on Schedule 6.3, (d) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any agreement encumbrance or document restriction in effect at the time any Person becomes a Subsidiary connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition; and (eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 3 contracts
Samples: Credit and Guaranty Agreement (Bell Powersports, Inc.), Credit and Guaranty Agreement (Amscan Holdings Inc), Credit and Guaranty Agreement (American Achievement Corp)
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions imposed by any agreement governing the Aircraft Indebtedness or relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 3 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets to secure the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given to secure the Credit Party Obligations, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents or applicable law, (b) restrictions or conditions imposed by reason any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (e) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in other contracts restricting the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)assignment thereof, (cf) restrictions identified on Schedule 6.3customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, and (dg) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its SubsidiariesBorrower, (h) restrictions restrictions, which are not more restrictive in any material respect than those contained in this Agreement or prohibitions that arise any of the other Credit Documents, contained in connection any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with any Lien permitted by Section 6.2this Agreement, and (i) customary restrictions relating entered into in the ordinary course of business with respect to secured Indebtedness permitted pursuant Intellectual Property that limit the ability to Sections 6.1(e), (h), (i), (j), (r) and (s), grant a security interest in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 ObligationsIntellectual Property.
Appears in 3 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)
No Further Negative Pledges. 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 a permitted DispositionAsset Sale, (b) restrictions contained in the IPO Documents or any documents evidencing Subordinated Debt; provided, that in respect of Subordinated Debt such restrictions do not restrict the ability to grant security interests under this Agreement or any agreement that refinances this Agreement, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business Ordinary Course (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (cd) Liens permitted to be incurred under Section 6.2 and restrictions identified on Schedule 6.3in the agreements relating thereto that limit the right of any Credit Party to dispose of or transfer the assets subject to such Liens, (de) restrictions provisions limiting the disposition or distribution of assets or property sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements, (f) any encumbrance or restriction in any agreement or document in effect at the time any Person becomes a Subsidiary connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdingsacquisition, and (eg) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interest in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 3 contracts
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)
No Further Negative Pledges. Except prohibitions or restrictions (a) contained within this Credit Agreement or the other Credit Documents, (b) other than with respect to the matters contained in clause (aii)(A) below, contained within the definitive documentation for any Permitted Pari Passu Indebtedness or any Permitted Junior Indebtedness, (c) other than with respect to the matters contained in clause (ii)(A) below, against other encumbrances on specific property Property encumbered to secure payment of particular Indebtedness or (which Indebtedness relates solely to be sold pursuant to an executed agreement such specific Property, and improvements and accretions thereto, and is otherwise permitted hereby), and (d) other than with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers the matters contained in leasesclause (ii)(A) below, licenses and similar agreements entered into included in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets terms of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien Indebtedness permitted by Section 6.2, (i8.1(g) restrictions relating hereof with respect to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions prohibiting or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting restricting the creation or assumption of any Lien upon the properties or assets acquired with such Indebtedness, none of the Credit Parties or their Subsidiaries will enter into, assume or become subject to any agreement prohibiting or otherwise restricting (i) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation or (ii) the ability of any Subsidiary of Holdings to secure the Obligations(A) act as a Credit Party, (B) make Restricted Payments, loans or advances, or transfers of property or assets to Holdings or any of its Subsidiaries, (C) pay any Indebtedness of Holdings or any of its Subsidiaries or (D) make loans or advances to Holdings or any of its Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc)
No Further Negative Pledges. Except with respect No Credit Party shall, nor shall it permit any of itsSection 8.3 Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the extent any such negative pledge relates to the property encumbered financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionany Indebtedness, (biii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.10 pending the consummation of such disposition, (v) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business business, and (vi) any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in favor of any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence holder of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.28.1(k). Restricted Payments. Declare or make, no Credit Party nor directly or indirectly, any of its Subsidiaries shall enter into RestrictedSection 8.4 Payment, or incur any agreement prohibiting the creation obligation (contingent or assumption of any Lien upon any of its properties or assetsotherwise) to do so, whether now owned or hereafter acquired, to secure the Obligations.except that: 110
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
No Further Negative Pledges. Except with respect Indebtedness No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the extent any such negative pledge relates to the property encumbered financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionany Indebtedness, (biii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.10 pending the consummation of such disposition, (v) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business business, and (vi) any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in favor of any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence holder of Indebtedness of the type contemplated by permitted under Section 6.1(r8.1(k)). . Create, which restriction is not applicable incur, assume or suffer to exist any Person, or the properties or assets Indebtedness of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings Credit Party or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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.except:
Appears in 2 contracts
Samples: Credit Agreement (Physicians Realty Trust), Credit Agreement (Healthpeak Properties, Inc.)
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party Neither Company nor any of its Subsidiaries shall enter into any agreement (other than this Agreement, the Loan Documents and the CPIH Term Loan Documents) on or after the Closing Date prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (i) specific property encumbered by a Lien permitted hereunder to secure payment of particular Indebtedness permitted to be incurred under subsection 6.1(vii) (but only to the Obligationsextent that the Indebtedness being refinanced was subject to a negative pledge on the same assets), or by a Lien permitted under subsection 6.2A(v), 6.2A(vi), 6.2A(vii) or 6.2A(ix), or by a Lien permitted under subsection 6.2A(x) to the extent such Lien secures obligations incurred to finance the acquisition of such specific property, (ii) specific property to be sold pursuant to an executed agreement with respect to an Asset Sale which is permitted hereunder, (iii) specific property that is leased pursuant to a lease permitted hereunder, and (iv) provisions in the principal lease, service and operating agreements pertaining to Projects, or the partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, partnership or financing agreement is an extension, renewal or replacement of such agreement in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and contains no more restrictive provisions relating to prohibiting the creation or assumption of any Lien upon the properties or assets of the relevant Subsidiary than the lease, service, operating, partnership or financing agreement so extended, renewed or replaced.
Appears in 2 contracts
Samples: Credit Agreement (Danielson Holding Corp), Credit Agreement (Covanta Energy Corp)
No Further Negative Pledges. Except No Borrower nor any Restricted Subsidiary shall enter into or permit to exist any Contractual Obligation (other than any Credit Document) prohibiting the creation, assumption or incurrence of any Lien upon any of its properties for the benefit of the Secured Parties, whether now owned or hereafter acquired, 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 a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or on the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) Permitted Liens and restrictions identified on Schedule 6.3in the agreements relating thereto that limit the right of any Borrower or any Restricted Subsidiary to dispose of or transfer, or create a Lien on, the asset subject to such Permitted Liens, (d) restrictions customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.07 and applicable solely to such joint venture and its equity, (e) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (f) restrictions on cash or document other deposits imposed by customers under contracts entered into in effect at the time ordinary course of business, (g) restrictions imposed by any Person becomes agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower Representative, either (i) taken as a whole no more restrictive than the restrictions contained in this Agreement or (ii) taken as a whole no more restrictive with respect to any Borrower or Restricted Subsidiary than customary market terms for Indebtedness of Holdingssuch type, so long as Borrower Representative shall have determined in good faith that such agreement restrictions pursuant to this clause (g) will not affect its obligation or ability to make any payments required hereunder, (h) restrictions regarding licensing or sublicensing by a Borrower or any of its Restricted Subsidiaries of intellectual property rights (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business, (i) restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, and (j) restrictions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary of the Initial Borrower and otherwise permitted by this Agreement; provided that such restrictions apply only to (x) such Restricted Subsidiary and its assets (or any special purpose acquisition Restricted Subsidiary without material assets acquiring such Restricted Subsidiary pursuant to a merger) and (y) such Contractual Obligation was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 ObligationsInitial Borrower.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.), Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restrict or imposes any condition upon the ability of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law, or by any rule, regulation or order of any Governmental Authority, or by any Credit Document, (b) restrictions and conditions existing on the date hereof identified on Schedule 6.3 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (c) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions and conditions imposed by its Organizational Documents or any related joint venture, stockholder or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(a)(vi) or 6.1(a)(vii) if such restrictions or conditions apply only to the assets securing such Indebtedness, (e) restrictions or conditions imposed by customary provisions in leases and other agreements restricting the assignment thereof, (f) restrictions on cash or other deposits with customers under contracts entered into in the ordinary course of business, (g) restrictions under Contractual Obligations that are binding on a Person that becomes a Subsidiary after the date hereof to the extent such restrictions are in effect at the time such Person becomes a Subsidiary and are not created in contemplation thereof, and (i) restrictions under Contractual Obligations in connection with any disposition permitted by Section 6.8 to the extent such restrictions apply only to the assets to be disposed of.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Telx Group, Inc.), Credit and Guarantee Agreement (Telx Group, Inc.)
No Further Negative Pledges. Except with respect Directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than any Loan Document) that prohibits, restricts or imposes any condition upon the ability of (a) specific the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property encumbered or assets (including the Capital Stock owned by the Borrower or such Loan Party), or (b) any Loan Party to secure payment make Restricted Payments to the Borrower or any other Loan Party or to make or repay loans or advances to the Borrower or any other Loan Party or to guarantee Indebtedness of particular Indebtedness the Borrower or any other Loan Party or (c) the Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to the Borrower or a Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Requirements of Law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold pursuant to an executed agreement and such sale is permitted hereunder (including, if applicable, in accordance with respect to a permitted DispositionSection 8.15), (biii) the foregoing shall not apply to restrictions or conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets secured by securing such Liens Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the property or assets subject to such leases, licenses or similar agreements, as the case may beCapital Stock of any Guarantor), (civ) the foregoing shall not apply to restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect an Other Guarantor at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe Borrower, (ev) the foregoing shall not apply to restrictions contained or conditions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (vi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiariessubject thereto, (fvii) clause (a) of the foregoing shall not apply to customary restrictions in or conditions restricting assignment of any agreement or other instrument entered into in the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a Person acquired security interest in Intellectual Property contained in licenses or sublicenses by the Borrower or any Subsidiary which was in existence at the time and its Subsidiaries of such acquisition Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (but not created in contemplation thereof or which case such restriction shall relate only to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)Intellectual Property), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, ix) the foregoing shall not apply to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course 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 Obligationsbusiness.
Appears in 2 contracts
Samples: Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary None of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a the Borrower or any other Restricted Subsidiary of Holdingswill, (e) restrictions contained in joint venture agreementsdirectly or indirectly, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely enter into, incur or permit to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by Holdings, the Borrower or any other Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided, in each case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e), 6.1(s) or 6.1(w) or governing Liens permitted by Section 6.2(k), 6.2(n) or 6.2(u) or by clause (c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided 138 1095171012\7\AMERICAS that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Term Indebtedness Document as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(u), 6.1(v) or 6.1(w) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (PetIQ, Inc.), Credit and Guaranty Agreement (PetIQ, Inc.)
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in Neither the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party Company nor any of its Subsidiaries Guarantor shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assetsassets as security for the Obligations, whether now owned or hereafter acquired, other than (i) (A) any agreement evidencing Indebtedness secured by Liens permitted by Section 8.02(a)(ii) or 8.02(a)(v) (but, with respect to secure Liens securing refinancings or renewals of Indebtedness secured by Liens described in Section 8.02(a)(vii), limited to Liens of the Obligationstype or nature permitted by Section 8.02(a)(ii), without giving effect to the limitations on the amount of Indebtedness secured by such Liens in Section 8.02(a)(ii)), (B) any agreement evidencing Indebtedness permitted by Section 8.01(f) that is secured by Liens permitted by Section 8.02(a)(vii) which are of a type or nature described in Section 8.02(a)(ii), without giving effect to the limitations on the amount of Indebtedness secured by such Liens in Section 8.02(a)(ii) or (C) Permitted Encumbrances referred to in clauses (iii), (xv), (xvi), (xviii) or (xix) of the definition thereof, provided that any such prohibition contained therein relates only to the asset or assets subject to such Liens; (ii) any agreement evidencing an asset sale, as to the assets being sold; (iii) provisions restricting Liens on assets of and interests in Joint Ventures; (iv) leases, licenses and other contracts containing customary non-assignment or negative pledge restrictions entered into in the ordinary course of business; and (v) agreements binding on property or Persons acquired in a Permitted Acquisition (or Investment permitted hereunder), not entered into in contemplation of such Permitted Acquisition (or Investment permitted hereunder) and not applicable to any Person other than the Person acquired, or to any property other than the property so acquired.
Appears in 2 contracts
Samples: Credit Agreement (FTD Companies, Inc.), Credit Agreement (United Online Inc)
No Further Negative Pledges. 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 a permitted DispositionThe Credit Parties will not, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or nor will they permit any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))to, which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its properties property or assetsassets except (i) pursuant to this Agreement or any Credit Document, whether now owned (ii) in connection with (A) any Indebtedness incurred under the 2007 Senior Notes or hereafter acquiredthe 2010 Senior Notes (or any refinancing thereof permitted under Section 6.1(g) or other senior notes with applicable covenants that not materially more adverse to the interest of the Lenders), (B) any Surviving Debt as in effect on the Effective Date (or any refinancing thereof permitted under Section 6.1(g)), (C) any purchase money Indebtedness permitted by Section 6.1(e) solely to secure the Obligationsextent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (D) any Capital Lease permitted by Section 6.1(f) solely to the extent that such Capital Lease prohibits a Lien on the property subject thereto, (E) any Indebtedness permitted by Section 6.1(k) or (F) any Indebtedness outstanding on the date any Subsidiary of the Company becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Company), (iii) agreements relating to prohibitions on easements, rights of way or other encumbrances on title to real property and (iv) customary provisions in leases in the ordinary course of business.
Appears in 2 contracts
Samples: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
No Further Negative Pledges. Except with respect The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries or the TRS Guarantor to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property encumbered financed by or subject to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionPermitted Liens securing such Indebtedness, (bii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.10 pending the consummation of such disposition, (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements, agreements with respect to Assets Under Development and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)business, (cv) restrictions identified on Schedule 6.3, (d) restrictions any negative pledge provided in favor of any agreement or document in effect at the time any Person becomes a lender to an Unrestricted Subsidiary of Holdings, so long as such agreement was not entered into restriction only applies to the Equity Interests of an Unrestricted Subsidiary owned by a Credit Party or Restricted Subsidiary as provided in contemplation of such Person becoming a Subsidiary of HoldingsSection 8.2(u), (evi) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition or other instrument of a Person acquired by Investment, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition or Investment and does not apply to the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any PersonRestricted Subsidiary, or the properties or assets of any such Person, other than the Person and its Subsidiaries, Persons or the property properties acquired in such Permitted Acquisition or assets of the Person Investment and its Subsidiaries, so acquired, (gvii) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, customary contractual restrictions in a lease (hincluding Ground Leases) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions granting of a Lien on the applicable leasehold interest or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 Obligationsleased property.
Appears in 2 contracts
Samples: Credit Agreement (Sun Communities Inc), Credit Agreement (Sun Communities Inc)
No Further Negative Pledges. Except with respect The Credit Parties will not, nor will they permit any Domestic Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien (including the requirement for an equal and ratable Lien) upon any of their properties or assets, whether now owned or hereafter acquired, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, this Credit Agreement and the other Credit Documents (b) restrictions by reason of pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) so long as the Liens granted pursuant to the Security Documents are not prohibited thereby, (i) customary anti-assignment provisions restricting assignments, subletting or other transfers contained in leases, licenses leases and similar licensing agreements entered into in the ordinary course of business or contained in any contract not a Material Contract, (provided that such ii) restrictions are limited imposed by law, (iii) customary restrictions contained in agreements relating to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes sale of a Subsidiary of Holdingsthe Borrower (or all or substantially all of the assets thereof) pending such sale, so long as such agreement was not entered into in contemplation of restrictions and conditions apply only to such Person becoming a Subsidiary of Holdingsand such sale is permitted hereunder, (eiv) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in imposed by any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that by this Credit Agreement if such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (jv) restrictions and prohibitions under agreements with respect to Foreign Subsidiaries so long as any liability thereunder is non-recourse to any Credit Party, (vi) agreements with respect to joint ventures so long as any liability thereunder is non-recourse to the Credit Documents Parties except to the extent of such Person's ownership interest in the joint venture, (vii) pursuant to the Senior Note Purchase Documents, and (kd) cash in connection with any Permitted Lien or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into document or instrument governing any agreement prohibiting Permitted Lien; provided that any such restriction contained therein relates only to the creation asset or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, assets subject to secure the Obligationssuch Permitted Lien.
Appears in 2 contracts
Samples: Credit Agreement (Belden Inc.), Credit Agreement (Belden CDT Inc.)
No Further Negative Pledges. Except with respect Directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than any Loan Document or any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the ability of (a) specific the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property encumbered or assets (including the Capital Stock owned by the Borrower or such Loan Party), or (b) any Loan Party to secure payment make Restricted Payments to the Borrower or any other Loan Party or to make or repay loans or advances to the Borrower or any other Loan Party or to guarantee Indebtedness of particular Indebtedness the Borrower or any other Loan Party or (c) the Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to the Borrower or a Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Requirements of Law, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold pursuant to an executed agreement and such sale is permitted hereunder (including, if applicable, in accordance with respect to a permitted DispositionSection 8.15), (biii) the foregoing shall not apply to restrictions or conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets secured by securing such Liens Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the property Capital Stock of any Guarantor or assets subject to such leases, licenses or similar agreements, as the case may beany Qualified Asset Owner), (civ) the foregoing shall not apply to restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect an Other Guarantor at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe Borrower, (ev) the foregoing shall not apply to restrictions contained or conditions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (vi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiariessubject thereto, (fvii) clause (a) of the foregoing shall not apply to customary restrictions in or conditions restricting assignment of any agreement or other instrument entered into in the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a Person acquired security interest in Intellectual Property contained in licenses or sublicenses by the Borrower or any Subsidiary which was in existence at the time and its Subsidiaries of such acquisition Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (but not created in contemplation thereof or which case such restriction shall relate only to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)Intellectual Property), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, ix) the foregoing shall not apply to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course 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 Obligationsbusiness.
Appears in 2 contracts
Samples: Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)
No Further Negative Pledges. 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 a permitted DispositionIndebtedness, (b) customary prohibitions, restrictions and conditions contained in agreements relating to any permitted Disposition or Asset Sale pending such Disposition or Asset Sale; provided such prohibitions, restrictions and conditions apply only to the assets or Subsidiary that is to be the subject of such Disposition or Asset Sale, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses subleases, licenses, sublicenses and similar agreements entered into in the ordinary course of business (provided that that, such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (cd) customary net worth provisions or similar financial maintenance provisions contained in leases, subleases, licenses, sublicenses and other contracted entered into in the ordinary course of business, (e) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect applicable to a Subsidiary at the time any Person the Subsidiary first becomes a Subsidiary of HoldingsBorrower, so long as such agreement was restrictions were not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor SubsidiariesBorrower, (f) customary provisions in joint venture agreements applicable to Permitted Joint Ventures so long as they are (i) applicable solely to such Permitted Joint Venture, (ii) entered into in the ordinary course of business or (iii) were not entered into or agreed for purposes of avoiding any of the restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, this Agreement or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredCredit Documents, (g) prohibitions that apply encumbrances or restrictions existing under or by reason of any applicable Requirement of Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, and (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2Documents, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting that conditions or restricts the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsObligations or requires the consent of other Persons in connection with the foregoing.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (fuboTV Inc. /FL), Credit and Guaranty Agreement (FaceBank Group, Inc.)
No Further Negative Pledges. Except with respect No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the extent any such negative pledge relates to the property encumbered financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionany Indebtedness, (biii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.10 pending the consummation of such disposition, (v) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business business, and (vi) any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in favor of any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence holder of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 Obligations8.1(k).
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party Neither Company nor any of its Subsidiaries shall enter into any agreement (other than this Agreement, the Loan Documents and the CPIH Revolver Documents) on or after the Closing Date prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (i) specific property encumbered by a Lien permitted hereunder to secure payment of particular Indebtedness permitted to be incurred under subsection 6.1(vii) (but only to the Obligationsextent that the Indebtedness being refinanced was subject to a negative pledge on the same assets), or by a Lien permitted under subsection 6.2A(v), 6.2A(vi), 6.2A(vii) or 6.2A(ix), or by a Lien permitted under subsection 6.2A(x) to the extent such Lien secures obligations incurred to finance the acquisition of such specific property, (ii) specific property to be sold pursuant to an executed agreement with respect to an Asset Sale which is permitted hereunder, (iii) specific property that is leased pursuant to a lease permitted hereunder, and (iv) provisions in the principal lease, service and operating agreements pertaining to Projects, or the partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, partnership or financing agreement is an extension, renewal or replacement of such agreement in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and contains no more restrictive provisions relating to prohibiting the creation or assumption of any Lien upon the properties or assets of the relevant Subsidiary than the lease, service, operating, partnership or financing agreement so extended, renewed or replaced.
Appears in 2 contracts
Samples: Credit Agreement (Covanta Energy Corp), Credit Agreement (Danielson Holding Corp)
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary None of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a the Borrower or any other Restricted Subsidiary of Holdingswill, (e) restrictions contained in joint venture agreementsdirectly or indirectly, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely enter into, incur or permit to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by Holdings, the Borrower or any other Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided, in each case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e), 6.1(s) or 6.1(w) or governing Liens permitted by Section 6.2(k), 6.2(n) or 6.2(u) or by clause (c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Revolving Indebtedness Document as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l), 6.1(u), 6.1(v) or 6.1(w) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (PetIQ, Inc.), Term Credit and Guaranty Agreement (PetIQ, Inc.)
No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Dispositionhereunder, (bc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in any agreement Servicing Agreements (provided that such restrictions are limited to the individual Servicing Agreement and related agreements or document in effect at the time any Person becomes a Subsidiary of Holdingsproperty and/or assets subject to such agreements, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe case may be), (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions set forth in any agreement or other instrument governing Junior Indebtedness that are, taken as a whole, in the good faith judgment of a Person acquired by the Borrower, no more restrictive with respect to the Borrower or any Subsidiary which was in existence at the time than customary market terms for Indebtedness of such acquisition type (but not created and, in contemplation thereof or to provide all or any portion of event, are no more restrictive than the funds or credit support utilized to consummate such acquisition other than restrictions in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)this Agreement), which restriction is so long as the Borrower shall have determined in good faith that such restrictions will not applicable affect its obligation or ability to make any Personpayments required hereunder and (f) restrictions by reason of customary provisions restricting liens, assignments, subservicing, subcontracting or other transfers contained in agreements with any Specified Government Entity relating to the properties or assets origination, sale, securitization and servicing of any Person, other than mortgage loans (provided that such restrictions are limited to the Person individual agreement and its Subsidiaries, or related agreements and/or the property or assets of subject to such agreements, as the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(ecase may be), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Loan Party 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 (other than an agreement of a Securitization Entity that prohibits such Securitization Entity from creating or assuming any Lien upon its properties or assets to secure the Obligations).
Appears in 2 contracts
Samples: Joinder and Second Amendment Agreement (Ocwen Financial Corp), Counterpart Agreement (Ocwen Financial Corp)
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (QualTek Services Inc.), Abl Credit and Guaranty Agreement (QualTek Wireline LLC)
No Further Negative Pledges. Except with respect No Credit Party shall be party to 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; provided that the following shall not be prohibited: (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)) and, (c) restrictions identified on Schedule 6.3required by applicable law to be contained in any investment advisory agreement of Borrower or any of its Subsidiaries and other restrictions under applicable law, (d) restrictions contained in any agreement or document in effect at the time any Person a Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Subsidiary of HoldingsBorrower, (e) restrictions contained customary provisions in joint venture partnership agreements, Organizational Documents of Non-Guarantor Subsidiaries limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements and applicable solely to entered into in the assets ordinary course of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests business that restrict the transfer of ownership interests in such joint ventures partnership, limited liability company or Non-Guarantor Subsidiariessimilar person, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than governing Indebtedness assumed in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))any Permitted Acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person and its Subsidiaries, person or the property properties or assets of the Person and its Subsidiaries, person so acquired, (g) prohibitions that apply by reason in the case of any applicable Lawjoint venture or special purpose vehicle which is not a Credit Party, rulerestrictions in such person’s organizational documents or pursuant to any joint venture agreement, regulation stockholders agreements or order similar agreement solely to the extent of the equity interests of or are required by any Governmental Authority having jurisdiction over Holdings property held in the subject joint venture or any of its Subsidiariesother entity, (h) restrictions contained in the SVB Credit Agreement or prohibitions other revolving credit facilities permitted under Section 6.1(d) of this Agreement; provided that arise such revolving credit facilities are no more materially restrictive with respect to those encumbrances and restrictions in connection with any Lien permitted by Section 6.2the SVB Credit Agreement as in effect on the Closing Date, (i) restrictions relating contained in the organizational documents or governing documents with respect to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions any Investment Fund or prohibitions apply only to the property or assets securing such Indebtednessgeneral partner thereof, (j) any encumbrances or restrictions and prohibitions under imposed by any amendments or refinancings that are otherwise permitted by the Credit Documents Documents; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, or (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting agreements in effect on the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsClosing Date and set forth on Schedule 6.3.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hamilton Lane INC), Credit and Guaranty Agreement (Hamilton Lane INC)
No Further Negative Pledges. Except Neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of their Restricted Subsidiaries to, 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, except with respect to to: (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a an asset sale permitted Dispositionhereunder, (b) restrictions contained in leases and licenses that relate only to the property or rights leased or licensed thereunder, (c) restrictions contained in any instrument, document or agreement to which any Person acquired by Company or a Restricted Subsidiary in a Permitted Acquisition is a party, provided that such restrictions (A) were not created in contemplation of such acquisition and (B) are not applicable to any Person, property or assets other than the Persons so acquired (and its Subsidiaries), (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (ce) restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Subsidiary of HoldingsRestricted Subsidiary, so long as such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor SubsidiariesRestricted Subsidiary, (f) restrictions in any agreement agreements evidencing Indebtedness permitted by Section 6.1(g), 6.1(h), 6.1(i), 6.1(n), 6.1(o), 6.1(w), 6.1(x), 6.1(y), 6.1(z) or other instrument of a Person acquired by 6.1(aa) to the Borrower extent such restrictions are usual or any Subsidiary which was customary in existence at the time agreements evidencing Indebtedness of such acquisition (but types and do not created in contemplation thereof or impair the Lien granted pursuant to provide all or any portion the Credit Documents and the provisions of Sections 5.9, 5.10 and 5.11 of this Agreement and Section 5 of the funds or credit support utilized to consummate such acquisition other than in connection with Pledge and Security Agreement and the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredHolding Pledge Agreement, (g) prohibitions that apply by reason of any applicable Lawprovisions in the principal lease, ruleservice and operating agreements pertaining to Projects or the partnership and financing agreements relating to Projects, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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.-149- 105376510
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Covanta Holding Corp)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to secure this Agreement and the Obligationsother Loan Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), Section 8.1(f), Section 8.1(g), Section 8.1(h) or Section 8.1(j); provided that, other than with respect to Section 8.1(j), any such restriction contained therein relates only to the asset securing such Indebtedness, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; (d) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is, or the assets that are, to be sold and such sale is permitted hereunder, (e) customary provisions in leases, licenses and other contracts restricting the assignment, subletting or encumbrance thereof, (f) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition, (g) contractual encumbrances or restrictions in effect as of the date hereof and set forth on Schedule 8.12 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (h) customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), (i) restrictions on cash or other deposits imposed by customers of the Borrower or any Subsidiary under contracts entered into in the ordinary course of business, (j) restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests, (k) restrictions imposed by applicable law or any applicable rule, regulation, order, license, permit, grant or similar restriction. Notwithstanding anything herein to the contrary, the provisions of this Section 8 (other than Section 8.8 (solely with respect to the Borrower)) shall not apply to the Credit Parties and their Subsidiaries so long as there are no (a) Loans outstanding under this Agreement or (b) LC Disbursements that have not been reimbursed by or on behalf of the Credit Parties within 5 Business Days after the date the Lender requests reimbursement of such LC Disbursement; provided, that (a) the Credit Parties shall not, in a single transaction or in a series of related transactions, sell, transfer or otherwise dispose of all or substantially all of the property or assets of the Credit Parties, taken as a whole, to any Person other than to the Borrower or another Credit Party and (b) to the extent the Borrower is party to a consolidation or merger, the Borrower shall be the surviving corporation.
Appears in 1 contract
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party Neither Company nor any of its Subsidiaries shall enter into any agreement (other than the Loan Documents) prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (i) any agreement evidencing a sale or other disposition of assets, as to secure the Obligationsassets being sold, (ii) with respect to customary non-assignment or no-subletting clauses in leases or other contracts entered into in the ordinary course of business, (iii) any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A(ii), as to the assets securing such Indebtedness, (iv) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof), (v) any agreements governing Indebtedness of any Foreign Subsidiary permitted by subsection 7.1(v) (in which case, any such prohibition or limitation shall only be effective against the assets of such Foreign Subsidiary and its Subsidiaries), (vi) customary provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (vii) licenses or sublicenses by Company and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (viii) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.2B, (ix) prohibitions and limitations arising by operation of law, (x) any agreement in effect at the time a Person becomes a Subsidiary of Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of Company and (xi) any prohibitions and limitations imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents, of Indebtedness permitted under the Loan Documents (including, without limitation, under this subsection 7.2B), so long as such prohibitions and limitations are not more onerous on the Company or any of its Subsidiaries than those contained in such Indebtedness prior to such amendment or refinancing.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
Samples: Term Credit and Guaranty Agreement (QualTek Services Inc.)
No Further Negative Pledges. 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 a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified under the Term Loan Facility Documents as in effect on Schedule 6.3the Closing Date, (d) restrictions identified on Schedule 6.7, (e) covenants in documents creating Liens permitted by Section 6.2 prohibiting further Liens on the properties encumbered thereby, (f) customary provisions restricting assignment of any agreement or license entered into by the Borrower or any Subsidiary thereof in the ordinary course of business, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Secured Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.6, (iii) restricts subletting or document assignment of leasehold interests contained in any lease governing a leasehold interest of Borrower or a Subsidiary, (iv) exists in any agreement in effect at the time any Person such Subsidiary becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such Person person becoming a Subsidiary of HoldingsSubsidiary, or (ev) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions exists in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than governing Indebtedness assumed in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))any Permitted Acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person and its Subsidiaries, person or the property properties or assets of the Person and its Subsidiaries, person so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 Secured Obligations.
Appears in 1 contract
No Further Negative Pledges. 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 a permitted Disposition, Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture or the Senior Secured Asset Based Revolving Credit Agreement; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (ce) restrictions identified on Schedule 6.3, (d) Liens permitted to be incurred under Section 6.02 and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Subsidiaries to dispose of or document transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements; (g) any Person becomes a Subsidiary encumbrance or restriction in connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition; (eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person ; and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2contracts entered into in the ordinary course of business, no Credit Loan Party 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
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligations.foregoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Dispositionhereunder, (bc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in any servicing agreements (provided that such restrictions are limited to the individual servicing agreement and related agreements or document in effect at the time any Person becomes a Subsidiary of Holdingsproperty and/or assets subject to such agreements, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe case may be), (e) restrictions by reason of customary provisions restricting liens, assignments, subservicing, subcontracting or other transfers contained in joint venture agreementsagreements with the Federal Housing Administration, Organizational Documents of Non-Guarantor Subsidiaries and Veterans Administration, Xxxxxx Xxx, Xxxxxx Xxx, Freddie Mac or other similar agreements and applicable solely governmental agencies relating to the assets origination, sale, securitization and servicing of mortgage loans (provided that such joint ventures restrictions are limited to the individual agreement and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or related agreements and/or the property or assets of subject to such agreements, as the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (rcase may be) and (s), in each case, to f) the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Revolving Credit Documents and (k) cash or other deposits permitted under Section 6.2Agreement, no Credit Loan Party nor any of its Subsidiaries Subsidiary 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. Section 7.04.
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
No Further Negative Pledges. Except with respect Each of the Borrower and HAI shall not, nor shall it permit any Subsidiary to, enter into, assume or become subject to any agreement (a) specific property encumbered prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Lenders) to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, the Loan Party Obligations; and (b) requiring the grant of any security for such obligation if security is given for some other obligation, except in each case (i) pursuant to this Loan Agreement and the other Loan Documents, (ii) pursuant to any Other Senior Debt, (iii) pursuant to the Note Purchase Agreement or the Existing Facility (and any refinancing of the Existing Facility with a revolving credit facility containing restrictions by reason of customary provisions restricting assignments, subletting or other transfers similar to those contained in leasesthe Existing Facility), licenses (iv) pursuant to any agreements or documents evidencing any other Indebtedness that is permitted to be incurred under Section 5.10(e), (f) or (h) so long as such prohibitions and similar restrictions under the agreements entered into or documents evidencing such Indebtedness are customary for such Indebtedness, (v) in the ordinary course of business (connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restrictions are limited restriction contained therein relates only to the property or assets secured by such Liens or the property asset or assets subject to such leases, licenses or similar agreements, as the case may be)Permitted Lien, (cvi) restrictions identified on Schedule 6.3, (d) restrictions in pursuant to any agreement or document relating to Property of a Subsidiary that is in effect at the time any such Person becomes a Subsidiary of Holdings, so long as (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of HoldingsSubsidiary), (evii) in connection with any restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely with respect to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any a Subsidiary imposed pursuant to a customary agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than that has been entered into in connection with the incurrence disposition of Indebtedness all or substantially all of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties Capital Stock or assets of any Personsuch Subsidiary otherwise permitted hereunder, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (gviii) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings pursuant to agreements with suppliers to HAI or any Subsidiary, entered into in the ordinary course of its Subsidiariesbusiness, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that any inventory supplied by such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 Obligationssuppliers.
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to secure this Agreement and the Obligationsother Loan Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), Section 8.1(f), Section 8.1(g), Section 8.1(h) or Section 8.1(j); provided that, other than with respect to Section 8.1(j), any such restriction contained therein relates only to the asset securing such Indebtedness, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; (d) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is, or the assets that are, to be sold and such sale is permitted hereunder, (e) customary provisions in leases, licenses and other contracts restricting the assignment, subletting or encumbrance thereof, (f) restrictions and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any Subsidiary existing prior to the consummation of a Permitted Acquisition in which such Subsidiary was acquired (and not created in contemplation of such Permitted Acquisition, (g) contractual encumbrances or restrictions in effect as of the date hereof and set forth on Schedule 8.12 to the Disclosure Letter (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (h) customary provisions in joint ventures agreements (and other similar agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), (i) restrictions on cash or other deposits imposed by customers of the Borrower or any Subsidiary under contracts entered into in the ordinary course of business, (j) restrictions under any arrangement with any Governmental Authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests, (k) restrictions imposed by applicable law or any applicable rule, regulation, order, license, permit, grant or similar restriction.
Appears in 1 contract
No Further Negative Pledges. Except The Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to: (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07; (b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness; (c) restrictions contained in the documentation governing Indebtedness permitted Dispositionby (i) clauses (c), (bd), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (c), (d), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Section 6.01) and (ii) this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, ; (e) Permitted Liens and restrictions contained in the agreements relating thereto that limit the right of the Borrowers or any of their Restricted Subsidiaries to Dispose of, or encumber the assets subject to such Liens; (f) provisions limiting the Disposition or distribution of assets or property in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries sale- leaseback agreements, stock sale agreements and other similar agreements and agreements, which limitation is applicable solely only to the assets that are the subject of such joint ventures and Non-Guarantor Subsidiaries agreements (or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument the Persons the Capital Stock of a Person acquired by which is the Borrower or any Subsidiary which was in existence at the time subject of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(ragreement)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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.; -178- #96942867v160458181 #96942867v1
Appears in 1 contract
No Further Negative Pledges. 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 a permitted Disposition, Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries or in accordance with this Agreement (provided, that, such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Note Indenture or the Senior Secured Term Facility Credit Agreement; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that provided, that, such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (ce) restrictions identified on Schedule 6.3, (d) Liens permitted to be incurred under Section 6.02 and restrictions in the agreements relating thereto that limit the right of Amscan or any agreement of its Subsidiaries to dispose of or document transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, 117 stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements; (g) any Person becomes a Subsidiary encumbrance or restriction in connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition; (eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the similar Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2contracts entered into in the ordinary course of business, no Credit Loan Party 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
No Further Negative Pledges. Except with respect Directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than any Loan Document or any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the ability of (a) specific any Borrower, any Qualified Asset Owner or any other Loan Party to create, incur or permit to exist any Lien upon any of its property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionassets (including the Capital Stock owned by such Borrower or such Loan Party), (b) any Borrower or Subsidiary to make Restricted Payments to the Parent Borrower or any other Loan Party or to make or repay loans or advances to the Parent Borrower or any other Loan Party or to guarantee Indebtedness of the Parent Borrower or any other Loan Party or (c) any Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to a Borrower or a Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by reason Requirements of Law, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Capital Stock of any Loan Party or any Qualified Asset Owner), (iv) [reserved], (v) the foregoing shall not apply to restrictions or conditions in joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (vi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets subject thereto, (vii) clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting assignments, subletting or other transfers the granting of a security interest in Intellectual Property contained in leaseslicenses or sublicenses by the Parent Borrower and its Subsidiaries of such Intellectual Property, which licenses and similar agreements sublicenses were entered into in the ordinary course of business (provided that in which case such restrictions are limited to the property or assets secured by such Liens or the property or assets subject restriction shall relate only to such leases, licenses or similar agreements, as the case may beIntellectual Property), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, ix) the foregoing shall not apply to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course 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 Obligationsbusiness.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the DMFIRM #406105327 v2 157 other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (QualTek Services Inc.)
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no No Credit Party 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 ObligationsObligations (a “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 a permitted Asset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in Leases, subleases, licences and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such Leases or similar agreements, as the case may be), (c) restrictions granted in connection with any Indebtedness permitted under Sections 6.1(h), (j), (m), (r) (to the extent, with respect to (r), such Indebtedness is secured) or, with respect to the foregoing Indebtedness, (q) (provided that in each case such restrictions are limited to the property or assets secured by such Liens), (d) any contractual obligation entered into with any Person in connection with any disposition permitted by Section 6.8 relating solely to the assets to be disposed of, (e) restrictions granted in connection with any Indebtedness permitted under Section 6.1(n), provided that the fair market value of any assets subject to such Negative Pledge shall not be more than two (2) times the amount of the Indebtedness incurred pursuant to Section 6.1(n) that contains a Negative Pledge; and (f) customary provisions in any joint venture agreement and other similar agreement applicable to a joint venture that is not a Credit Party and that is not prohibited hereunder to the extent that such agreement limits the ability to xxxxx x Xxxx on the assets of such joint venture, prohibits such joint venture from entering into a guarantee of any Indebtedness or prohibits such joint venture from making Restricted Payments to the equityholders of such joint venture; provided, further, that (x) no Negative Pledge shall be entered into with respect to any direct or indirect Equity Interests in a Guarantor Subsidiary; and (y) nothing contained in this Section 6.3 shall restrict the Credit Parties or any Subsidiary of the Credit Parties from complying with any requirements imposed by applicable law.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Gramercy Property Trust Inc.)
No Further Negative Pledges. 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 a permitted Dispositionsale, disposition or other transfer, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions as of the Closing Date identified on Schedule 6.3, (d) restrictions on the Equity Interests of Non-Recourse Subsidiaries in any agreement Non-Recourse Project Indebtedness documentation or document in effect at the time any Person becomes a Subsidiary other Indebtedness documentation of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of HoldingsNon-Recourse Subsidiaries, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries[reserved], (f) restrictions contained in any Credit Document, Senior 2023 Notes Document, Senior 2025 Notes Document or Revolving Facility Document, in each case as in effect on the Closing Date (or in any agreement or other instrument document evidencing Refinancing Indebtedness in respect of a Person acquired the Indebtedness established by any of the foregoing (or, in the case of the Indebtedness established under the Credit Documents, any Credit Agreement Refinancing Indebtedness); provided that the restrictions and conditions contained in any such agreement or other document are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by the Borrower agreements or any Subsidiary which was other documents in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion respect of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person being refinanced) and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Lawrestrictions on Non-Recourse Subsidiaries described in Section 6.2(q), rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings no Credit Party or any of its Subsidiaries, Subsidiaries (hother than any Non-Recourse Subsidiary) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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: Term Loan and Guaranty Agreement (TerraForm Power, Inc.)
No Further Negative Pledges. 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 a an asset sale permitted Dispositionhereunder, (b) restrictions contained in the MSW Indentures, (c) restrictions contained in leases and licenses that relate only to the property or rights leased or licensed thereunder, (d) restrictions contained in the MSW Refinancing Indenture or the New MSW Indentures and in any documents, instruments or agreements pursuant to which the MSW Refinancing Notes or New MSW Notes may be refinanced or replaced that are no more restrictive than those contained in the MSW Indentures or the New MSW Indentures, as applicable, (e) restrictions contained in the Second Lien Credit Agreement and all collateral documents related thereto as of the Closing Date and in Second Lien Notes Indenture, (f) restrictions contained in any documents, instruments or agreements pursuant to which the Second Lien Notes or Second Lien Term Loans may be refinanced or replaced that are no more restrictive than those contained in the Second Lien Credit Agreement or the Second Lien Notes Indenture as applicable, (g) restrictions contained in the ARC Indenture, (h) restrictions contained in any documents, instruments or agreements pursuant to which the ARC Notes or the New ARC Notes may be refinanced or replaced (including any ARC Refinancing Indenture) that are no more restrictive than those contained in the ARC Indenture, (i) restrictions contained in any instrument, document or agreement to which any Person acquired by Company or a Subsidiary in a Permitted Acquisition is a party, provided that such restrictions (A) were not created in contemplation of such acquisition and (B) are not applicable to any Person, property or assets other than the Persons so acquired (and its Subsidiaries), (j) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)) and (k) provisions in the principal lease, (c) restrictions identified on Schedule 6.3service and operating agreements pertaining to Projects or the partnership and financing agreements relating to Projects, (d) restrictions in or any agreement extension, renewal or document in effect at the time any Person becomes a Subsidiary of Holdings, replacement thereof so long as in each case such lease, service, operating, partnership or financing agreement is in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and, in the case of any extension, renewal or replacement, such agreement was not entered into in contemplation contains no more restrictive provisions relating to prohibiting the creation or assumption of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or Lien upon the properties or assets of any Person, other the relevant Subsidiary than the Person lease, service, operating, partnership or financing agreement so extended, renewed or replaced, Company and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, 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
No Further Negative Pledges. 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 a permitted DispositionAsset Sale or other dispositions permitted under Section 6.9, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3this Agreement and the other Credit Documents, (d) any prohibition or limitation that (i) exists pursuant to applicable requirements of law, or (ii) consists of customary restrictions and conditions contained in any agreement or document in effect at relating to the time sale of any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation property permitted under Section 6.9 pending the consummation of such Person becoming a Subsidiary of Holdingssale, (e) restrictions contained in joint venture agreements, Organizational Documents with respect to (i) subletting or assignment of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets any lease governing a leasehold interest of such joint ventures and Non-Guarantor Subsidiaries a Credit Party or Equity Interests in such joint ventures a Subsidiary thereof or Non-Guarantor Subsidiaries(ii) licensing or sublicensing property of a Credit Party or a Subsidiary thereof, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredas set forth on Schedule 6.2, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required restrictions imposed by any Governmental Authority having jurisdiction over Holdings amendments or any refinancings (otherwise permitted by the Credit Documents) of its Subsidiariesthe contracts, instruments or obligations referred to in clause (d) or (e)(i), or (h) restrictions or prohibitions that arise in connection with any Lien permitted imposed by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2Senior Unsecured Notes Indenture, no Credit Party 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 and Guaranty Agreement (Aurora Diagnostics Holdings LLC)
No Further Negative Pledges. 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 a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, Liens, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3in the provisions of the 2029 Convertible Notes and any Permitted Refinancing thereof, the Healthcare Royalty Partners Facility and any Permitted Refinancing thereof or the Intercreditor Agreement, (d) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (a) through (c) above, (e) any restrictions or conditions set forth in any agreement or document in effect at the any time any Person becomes a Subsidiary (but not any modification or amendment expanding the scope of Holdings, so long as any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries restriction or Equity Interests condition set forth in such joint ventures or Non-Guarantor Subsidiariesagreement does not apply to any existing Credit Party, (f) restrictions in any agreement on cash (or Investments permitted hereunder) or other instrument deposits imposed by agreements entered into in the ordinary course of a Person acquired by the Borrower business (or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof other restrictions on cash or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person deposits constituting Permitted Liens) and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Lawcustomary provisions in partnership agreements, rulelimited liability company organizational governance documents, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariessale leaseback agreements, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) joint venture agreements and (s)other similar agreements, in each case, to entered into in the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2ordinary course of business, no Credit Party nor shall enter into or permit any of its Subsidiaries shall to enter into any agreement prohibiting prohibiting, or triggering any requirement for equitable and ratable sharing of Liens or any similar obligations upon, the creation or assumption of any Lien upon any of its Credit Party’s properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Karyopharm Therapeutics Inc.)
No Further Negative Pledges. 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 a permitted Disposition, Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Subsidiaries that are not Guarantors in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture, any Refinancing Notes Indenture or any Additional Senior Subordinated Notes Indenture; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be); (e) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (ci) restrictions identified on Schedule 6.3, (d) restrictions contained in any agreement or document in effect agreements existing at the time any Person becomes a Subsidiary of HoldingsSubsidiary, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of HoldingsSubsidiary, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted of customers under Section 6.2contracts entered into in the ordinary course of business, no Credit Party 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 and Guaranty Agreement (Easton-Bell Sports, Inc.)
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party Neither Company 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 Indebtedness under this Agreement, other than (i) the ObligationsSenior Subordinated Note Indenture or any agreement prohibiting only the creation of Liens securing Subordinated Indebtedness, (ii) any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A, as to the assets securing such Indebtedness, (iii) any agreement evidencing an asset sale, as to the assets being sold, (iv) (a) any agreements which exist on the date hereof and (to the extent not otherwise permitted by this subsection 7.2B are listed on Schedule 7.2 hereto) and (b) to the extent agreements permitted by clause (a) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal or extension thereof so long as such modification, replacement, renewal or extension does not expand the scope of the restrictions; (v) any agreement binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Company; (vi) any agreement representing Indebtedness of a Subsidiary which is not a Loan Party which is permitted by subsection 7.1; (vii) customary provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture; (viii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under subsection 7.1 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (ix) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (x) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; or (xi) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Panolam Industries International Inc)
No Further Negative Pledges. Except with respect Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents, (b) restrictions by reason of customary provisions restricting assignments, subletting pursuant to any document or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets secured by such Liens constructed or acquired in connection therewith, (c) pursuant to the Existing Convertible Notes Indenture as originally in effect or the property Senior Indenture as in effect on the Effective Date, (d) pursuant to any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l) may contain such prohibitions or restrictions which are applicable only to such Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the equity interests in any Material Foreign Subsidiary), (e) such prohibitions or restrictions affecting one or more Immaterial Subsidiaries, (f) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such leases, licenses or similar agreements, as the case may be)Permitted Lien, (cg) restrictions identified on Schedule 6.3, (d) restrictions in any agreement instrument governing Indebtedness or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument Capital Stock of a Person acquired by the Borrower Company or any Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition (but not created in contemplation thereof except to the extent such Indebtedness or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than Capital Stock was incurred in connection with the incurrence or in contemplation of Indebtedness of the type contemplated by Section 6.1(r)such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, (g) prohibitions that apply by reason in the case of any applicable LawIndebtedness, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariessuch Indebtedness was otherwise permitted to be incurred hereunder, (h) restrictions customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business in respect of such contract or prohibitions that arise in connection with any Lien permitted by Section 6.2license, as the case may be, (i) purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to on the property purchased or assets securing such Indebtednessleased, (j) restrictions and prohibitions under any agreement for the Credit Documents sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition and (k) cash or customary provisions in joint venture agreements and other deposits permitted under Section 6.2, no Credit Party 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, similar agreements applicable to secure the Obligationsjoint ventures constituting Permitted Investments and applicable solely to such joint venture.
Appears in 1 contract
Samples: Credit Agreement (Alliance One International, Inc.)
No Further Negative Pledges. Except with respect Enter into, or permit to exist, any Contractual Obligation that (a) specific property encumbered encumbers or restricts the ability of the Borrower or any Domestic Subsidiary to pledge its Property to secure payment of particular the Obligations or any renewals, refinancings, exchanges, refundings or extension thereof, except for (i) any document or instrument governing Indebtedness or to be sold incurred pursuant to an executed agreement with respect Section 8.1(c), provided that any such restriction contained therein relates only to a permitted Dispositionthe asset or assets constructed or acquired in connection therewith, (bii) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(i), provided that any such restriction contained therein relates only to the Specified Real Property, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions by reason of customary provisions restricting assignments, subletting or other transfers and conditions contained in leasesany agreement relating to the sale of any property permitted under Section 8.3(b) pending the consummation of such sale, licenses (v) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(l), (vi) any document or instrument governing any Securitization Transaction, provided that any such restriction relates only to the applicable Securitization Receivables actually sold, conveyed or otherwise contributed pursuant to such Securitization Transaction and similar agreements (vii) customary restrictions contained in any contract, lease or governmental approval, consent, license or permit obtained and entered into in the ordinary course of business (business, provided that any such restrictions are limited to the property or assets secured by such Liens or the property or assets subject restriction relates only to such leasescontract, licenses lease or similar agreementsgovernmental approval, as the case may be)consent, license or and permit, (cb) restrictions identified on Schedule 6.3, (d) restrictions in any agreement encumbers or document in effect at restricts the time any Person becomes a Subsidiary ability of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Domestic Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted act as a Credit Party pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and or any renewals, refinancings, exchanges, refundings or extension thereof or (kc) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting requires the creation or assumption grant of any Lien upon security for any of its properties or assets, whether now owned or hereafter acquired, to secure obligation if such property is given as security for the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Advance America, Cash Advance Centers, Inc.)
No Further Negative Pledges. Except Directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property or assets (including the Capital Stock owned by the Borrower or such Loan Party), or (b) the ability of any Loan Party to pay dividends or other distributions with respect to any shares of its Capital Stock or to make or repay loans or advances to the Borrower or any other Loan Party or to guarantee Indebtedness of the Borrower or any other Loan Party; provided that (ai) specific property encumbered the foregoing shall not apply to secure payment restrictions and conditions imposed by Requirements of particular Indebtedness Law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold pursuant to an executed agreement and such sale is permitted hereunder (including, if applicable, in accordance with respect to a permitted DispositionSection 8.15), (biii) the foregoing shall not apply to restrictions or conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets secured by securing such Liens Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the property or assets subject to such leases, licenses or similar agreements, as the case may beCapital Stock of any Guarantor), (civ) the foregoing shall not apply to restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect an Other Guarantor at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe Borrower, (ev) the foregoing shall not apply to restrictions contained or conditions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable to Joint Ventures permitted by Section 9.10 applicable solely to such Joint Venture and entered into in the ordinary course of business, (vi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiariessubject thereto, (fvii) clause (a) of the foregoing shall not apply to customary restrictions in or conditions restricting assignment of any agreement or other instrument entered into in the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a Person acquired security interest in Intellectual Property contained in licenses or sublicenses by the Borrower or any Subsidiary which was in existence at the time and its Subsidiaries of such acquisition Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (but not created in contemplation thereof or which case such restriction shall relate only to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)Intellectual Property), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, ix) the foregoing shall not apply to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course 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 Obligationsbusiness.
Appears in 1 contract
No Further Negative Pledges. 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 a an Asset Sale permitted Dispositionunder Section 6.9, (b) restrictions by reason of customary provisions restricting assignments, Liens, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business or existing on the Closing Date (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in under any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (but or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(rthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or designation, (d) restrictions on cash or other deposits or net worth imposed by customers, under commercial contracts entered into in the ordinary course of business, (e) encumbrances or restrictions in connection with any Permitted Product Transaction or Permitted Royalty Transaction, (f) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture, (g) prohibitions that apply by reason any encumbrance or restriction contained in secured Indebtedness otherwise permitted to be incurred hereunder to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness and any applicable Law, rule, regulation encumbrance or order or are required by restriction contained in any Governmental Authority having jurisdiction over Holdings or agreements with respect to any of its Subsidiaries, Permitted Priority Indebtedness and (h) any encumbrances or restrictions of the type referred to in the immediately preceding clauses (a) through (g) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or prohibitions refinancings (including Permitted Refinancing Indebtedness) of the contracts, instruments or obligations referred to such immediately preceding clauses (a) through (g) above (provided that arise such encumbrances and restrictions contained in connection with any Lien permitted by Section 6.2such amendment, (i) modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of Xxxxxxxx, not materially more restrictive, taken as a whole, than the encumbrances and restrictions relating prior to secured Indebtedness permitted pursuant to Sections 6.1(esuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Loan Party nor any of its Borrower’s 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: Financing Agreement (Apellis Pharmaceuticals, Inc.)
No Further Negative Pledges. 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 a permitted DispositionThe Credit Parties will not, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or nor will they permit any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))to, which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its properties property or assetsassets except (i) pursuant to this Agreement or any Credit Document, whether now owned (ii) in connection with (A) any Indebtedness incurred under the 2007 Senior Notes or hereafter acquiredthe 2010 Senior Notes (or any refinancing thereof permitted under Section 6.1(g) or other senior notes with applicable covenants that not materially more adverse to the interest of the Lenders), (B) any Surviving Debt as in effect on the Effective Date (or any refinancing thereof permitted under Section 6.1(g)), (C) any purchase money Indebtedness permitted by Section 6.1(e) solely to secure the Obligationsextent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (D) any Capital Lease permitted by Section 6.1(f) solely to the extent that such Capital Lease prohibits a Lien on the property subject thereto, (E) any Indebtedness permitted by Section 6.1(k) or (F) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower), (iii) agreements relating to prohibitions on easements, rights of way or other encumbrances on title to real property and (iv) customary provisions in leases in the ordinary course of business.
Appears in 1 contract
No Further Negative Pledges. 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 a permitted DispositionAsset Sale or an Asset Sale conditioned on the repayment of the Obligations or pursuant to a consent provided hereunder, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3customary provisions contained in joint venture agreements and other similar agreements applicable to Joint Ventures (to the extent only affecting the assets of, or the Capital Stock in, each such Joint Venture) and (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings(to the extent only affecting the assets of, or the Capital Stock in, each such Person), so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2Subsidiary, no Credit Covenant Party nor any of its Restricted Subsidiaries (excluding Restricted Subsidiaries that are not Credit Parties and are not required to become Credit Parties hereunder) 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 that secure the Obligations.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (CommScope Holding Company, Inc.)
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Senior Notes Indebtedness Document or any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(l) or 6.1(m) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
No Further Negative Pledges. Except with respect Enter into, or permit to exist, any Contractual Obligation that (a) specific property encumbered encumbers or restricts the ability of the Borrower or any Domestic Subsidiary to pledge its Property to secure payment of particular the Obligations or any renewals, refinancings, exchanges, refundings or extension thereof, except for (i) any document or instrument governing Indebtedness or to be sold incurred pursuant to an executed agreement with respect Section 8.1(c), provided that any such restriction contained therein relates only to a permitted Dispositionthe asset or assets constructed or acquired in connection therewith, (bii) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(i), provided that any such restriction contained therein relates only to the Specified Real Property, (iii) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions by reason of customary provisions restricting assignments, subletting or other transfers and conditions contained in leasesany agreement relating to the sale of any property permitted under Section 8.3(b) pending the consummation of such sale, licenses (v) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(l), (vi) any document or instrument governing any Securitization Transaction, provided that any such restriction relates only to the applicable Securitization Receivables actually sold, conveyed or otherwise contributed pursuant to such Securitization Transaction and similar agreements (vii) customary restrictions contained in any contract, lease or governmental approval, consent, license or permit obtained and entered into in the ordinary course of business (business, provided that any such restrictions are limited to the property or assets secured by such Liens or the property or assets subject restriction relates only to such leasescontract, licenses lease or similar agreementsgovernmental approval, as the case may be)consent, license or and permit, (cb) restrictions identified on Schedule 6.3, (d) restrictions in any agreement encumbers or document in effect at restricts the time any Person becomes a Subsidiary ability of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Domestic Subsidiary which was in existence at to act as a Loan Party pursuant to the time of such acquisition (but not created in contemplation Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or to provide all or any portion of (c) requires the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets grant of any Person, other than the Person and its Subsidiaries, or the security for any obligation if such property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 is given as security for the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Advance America, Cash Advance Centers, Inc.)
No Further Negative Pledges. Except Neither Borrower nor any Restricted Subsidiary shall enter into or permit to exist any Contractual Obligation (other than any Credit Document or Senior Credit Document) prohibiting the creation, assumption or incurrence of any Lien upon any of its properties, whether now owned or hereafter acquired, 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 a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or on the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) Permitted Liens and restrictions identified on Schedule 6.3in the agreements relating thereto that limit the right of Borrower or any Restricted Subsidiary to dispose of or transfer, or create a Lien on, the asset subject to such Permitted Liens, (d) restrictions customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.07 and applicable solely to such joint venture and its equity, (e) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (f) restrictions on cash or document other deposits imposed by customers under contracts entered into in effect at the time ordinary course of business, (g) restrictions imposed by any Person becomes agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower, either (i) taken as a whole no more restrictive than the restrictions contained in this Agreement or (ii) taken as a whole no more restrictive with respect to Borrower or Restricted Subsidiary than customary market terms for Indebtedness of Holdingssuch type, so long as Borrower shall have determined in good faith that such agreement restrictions pursuant to this clause (g) will not affect its obligation or ability to make any payments required hereunder, (h) restrictions regarding licensing or sublicensing by Borrower or any of its Restricted Subsidiaries of intellectual property rights (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business, (i) restrictions on cxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, and (j) restrictions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary of Borrower and otherwise permitted by this Agreement; provided that such restrictions apply only to (x) such Restricted Subsidiary and its assets (or any special purpose acquisition Restricted Subsidiary without material assets acquiring such Restricted Subsidiary pursuant to a merger) and (y) such Contractual Obligation was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 ObligationsBorrower.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered in a manner permitted hereunder to secure payment of particular Indebtedness permitted hereunder or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) any prohibition or limitation that exists pursuant to applicable Legal Requirements (including in the case of Gaming Licenses, restrictions under applicable Gaming Laws (but in all cases, excluding tribal laws)), (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leasesleases (including the Interim Tribal Land Assignment and the Ground Lease), licenses (including intellectual property licenses and Gaming Licenses), sub-licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such Liens, leases, licenses, sub-licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions by reason of customary provisions contained in any agreement joint venture agreements permitted hereunder that only apply to the joint venture (and its property or document Capital Stock issued by such person) subject thereto, (e) agreements in effect existence with respect to a person at the time any Person that such person becomes a Subsidiary of Holdings, the Borrower pursuant to a permitted Investment so long as such agreement was agreements were not entered into in anticipation or contemplation of such Person person becoming a Subsidiary of Holdings, (e) the Borrower and such restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely only apply to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiariesperson so acquired, (f) restrictions covenants in any agreement or other instrument of a Person acquired documents creating Liens permitted by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Sections 6.02(f) and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) prohibiting further Liens on the properties encumbered thereby and (s)g) non-assignment provisions under agreements entered into in the ordinary course of business that only apply to such agreements, in each casethe Borrower shall not, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtednessand shall not permit any other Loan Party to, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assetsassets to secure the Obligations, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Penn National Gaming Inc)
No Further Negative Pledges. 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 a permitted Disposition, Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries or in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture or the Senior Secured Term Facility Credit Agreement; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such 107 leases, licenses or similar agreements, as the case may be), ; (ce) restrictions identified on Schedule 6.3, (d) Liens permitted to be incurred under Section 6.02 and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Subsidiaries to dispose of or document transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements; (g) any Person becomes a Subsidiary encumbrance or restriction in connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition; (eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the similar Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2contracts entered into in the ordinary course of business, no Credit Loan Party 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
No Further Negative Pledges. Except with respect Each of the Borrower and HAI shall not, nor shall it permit any Subsidiary to, enter into, assume or become subject to any agreement (a) specific property encumbered prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, in favor of the Administrative Agent (for the benefit of the Lenders) to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, the Credit Party Obligations; and (b) requiring the grant of any security for such obligation if security is given for some other obligation, except in each case (i) pursuant to this Credit Agreement and the other Credit Documents, (ii) pursuant to any Other Senior Debt, (iii) pursuant to the Existing Term Loan Agreement, (iv) pursuant to any agreements or documents evidencing any other Indebtedness that is permitted to be incurred under Section 5.10(e), (f) or (h) so long as such prohibitions and restrictions by reason of under the agreements or documents evidencing such Indebtedness are customary provisions restricting assignmentsfor such Indebtedness, subletting (v) in connection with any Permitted Lien or other transfers contained in leasesany document or instrument governing any Permitted Lien, licenses and similar agreements entered into in the ordinary course of business (provided that any such restrictions are limited restriction contained therein relates only to the property or assets secured by such Liens or the property asset or assets subject to such leases, licenses or similar agreements, as the case may be)Permitted Lien, (cvi) restrictions identified on Schedule 6.3, (d) restrictions in pursuant to any agreement or document relating to Property of a Subsidiary that is in effect at the time any such Person becomes a Subsidiary of Holdings, so long as (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of HoldingsSubsidiary), (evii) in connection with any restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely with respect to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any a Subsidiary imposed pursuant to a customary agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than that has been entered into in connection with the incurrence disposition of Indebtedness all or substantially all of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties Capital Stock or assets of any Personsuch Subsidiary otherwise permitted hereunder, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (gviii) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings pursuant to agreements with suppliers to HAI or any Subsidiary, entered into in the ordinary course of its Subsidiariesbusiness, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that any inventory supplied by such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 Obligationssuppliers.
Appears in 1 contract
No Further Negative Pledges. 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 a permitted Disposition, Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture or in agreements with respect to Indebtedness incurred that refinances or replaces the Senior Subordinated Notes Indenture that are no more restrictive in any material respect than those contained in the Senior Subordinated Notes Indenture or restrictions contained in the Senior Secured Asset-Based Revolving Credit Agreement; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (ce) restrictions identified on Schedule 6.3, (d) Liens permitted to be incurred under Section 6.02 and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Subsidiaries to dispose of or document transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements; (g) any Person becomes a Subsidiary encumbrance or restriction in connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition; (eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, similar Person; (fi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (j) restrictions in any agreement one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other instrument restrictions that are, taken as a whole, in the good faith judgment of a Person acquired by the Borrower, (A) no more restrictive in any material respect with respect to the Borrower or any Subsidiary which was Guarantor than those encumbrances and other restrictions that are in existence at effect on the time of such acquisition Closing Date pursuant to agreements and instruments in effect on the Closing Date or (but not created in contemplation thereof or B) no more disadvantageous to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other Lenders than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2Senior Subordinated Notes Indenture, no Credit Loan Party 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
No Further Negative Pledges. Except with respect No Obligor shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Financing Agreements) that limits the ability of the Obligors or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 10.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 10.1(e), solely to the extent any such negative pledge relates to the property encumbered financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 10.1(m), solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Issuer to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionany Indebtedness, (biii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iv) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 10.10 pending the consummation of such disposition, (v) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)business, (cvi) any prohibitions and restrictions identified on Schedule 6.3, (d) restrictions contained in any agreement the Existing Credit Facility or document in effect at the time any Person becomes a Subsidiary of HoldingsCredit Documents, so long as such agreement was prohibitions and restrictions are not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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.more
Appears in 1 contract
Samples: Physicians Realty Trust
No Further Negative Pledges. Except with respect The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents, (b) restrictions by reason of customary provisions restricting assignments, subletting pursuant to any document or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (instrument governing Indebtedness permitted hereunder; provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets secured by constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such Liens or restriction contained therein relates only to the property asset or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3Permitted Lien, (d) restrictions (i) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.13) are listed on Schedule 6.9 and (ii) to the extent the restriction or condition permitted by clause (i) is set forth in an agreement evidencing Indebtedness, such restriction or condition may be set forth in any agreement evidencing any permitted renewal, extension or document in effect refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restriction or condition; (e) are binding on a Subsidiary at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Company, so long as such agreement restriction or condition was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, the Company; (ef) restrictions contained are provisions in Organization Documents and other customary provisions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the Equity Interests of such joint venture or other Person entered into in the ordinary course of business; (g) are customary restrictions or conditions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions or conditions relate only to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties Company’s or assets such Subsidiary’s rights under such easement, right of any Personway or similar right or encumbrance, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (gas applicable) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, subject thereto; (h) restrictions are customary provisions restricting subletting or prohibitions that arise in connection with assignment of any Lien permitted by Section 6.2, lease governing a leasehold interest of the Company or any Subsidiary; (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) are restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course 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 Obligationsbusiness.
Appears in 1 contract
No Further Negative Pledges. 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 a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, Liens, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3in the provisions of the Term Loan and any Permitted Refinancing thereof, the Healthcare Royalty Partners Facility and any Permitted Refinancing thereof or the Intercreditor Agreement, (d) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (a) through (c) above, (e) any restrictions or conditions set forth in any agreement or document in effect at the any time any Person becomes a Subsidiary (but not any modification or amendment expanding the scope of Holdings, so long as any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries restriction or Equity Interests condition set forth in such joint ventures or Non-Guarantor Subsidiariesagreement does not apply to any existing Note Party, (f) restrictions in any agreement on cash (or Investments permitted hereunder) or other instrument deposits imposed by agreements entered into in the ordinary course of a Person acquired by the Borrower business (or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof other restrictions on cash or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person deposits constituting Permitted Liens) and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Lawcustomary provisions in partnership agreements, rulelimited liability company organizational governance documents, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariessale leaseback agreements, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) joint venture agreements and (s)other similar agreements, in each case, to entered into in the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2ordinary course of business, no Credit Note Party nor shall enter into or permit any of its Subsidiaries shall to enter into any agreement prohibiting prohibiting, or triggering any requirement for equitable and ratable sharing of Liens or any similar obligations upon, the creation or assumption of any Lien upon any of its Note Party’s properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Samples: Intercreditor Agreement (Karyopharm Therapeutics Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents, (b) restrictions by reason of customary provisions restricting assignments, subletting pursuant to any document or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (instrument governing Indebtedness permitted hereunder; provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets secured by constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such Liens or restriction contained therein relates only to the property asset or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3Permitted Lien, (d) restrictions under the Subordinated Notes, (e) (i) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.13) are listed on Schedule 6.9 and (ii) to the extent the restriction or condition permitted by clause (i) is set forth in an agreement evidencing Indebtedness, such restriction or condition may be set forth in any agreement evidencing any permitted renewal, extension or document in effect refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restriction or condition; (f) are binding on a Subsidiary at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Company, so long as such agreement restriction or condition was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, the Company; (eg) restrictions contained are provisions in Organization Documents and other customary provisions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the Equity Interests of such joint venture or other Person entered into in the ordinary course of business; (h) are customary restrictions or conditions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions or conditions relate only to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties Company’s or assets such Subsidiary’s rights under such easement, right of any Personway or similar right or encumbrance, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (gas applicable) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, subject thereto; (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or prohibitions apply only to the property or assets securing such Indebtedness, any Subsidiary; (j) restrictions and prohibitions under are customary provisions restricting assignment of any agreement entered into in the Credit Documents ordinary course of business; and (k) are restrictions on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course 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.business. 113
Appears in 1 contract
No Further Negative Pledges. Except with respect Permit any Consolidated Party to (a) specific property encumbered to secure payment of particular Indebtedness enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption existence of any Lien upon any of its properties or assetsProperty in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, to secure or requiring the grant of any security for any obligation if such Property is given as security for the Obligations, except (a) in connection with any document or instrument governing Indebtedness incurred pursuant to Section 7.03(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired (or proceeds thereof) in connection therewith, (b) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien (or proceeds thereof), (c) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 7.05, pending the consummation of such sale, (d) in connection with any document or instrument governing other Indebtedness the issuance of which would not cause a Default or Event of Default hereunder, provided that the aggregate amount of each Transaction (for the purposes hereof, "Transaction" means each class of Indebtedness having separate voting rights) for the incurrence of such Indebtedness is in excess of $20,000,000, (e) customary non-assignment provisions in contracts and (f) pursuant to the terms and conditions contained in the Senior Subordinate Note Indenture.
Appears in 1 contract
Samples: Credit Agreement (Longview Fibre Co)
No Further Negative Pledges. 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 a permitted DispositionAsset Sale, (b) restrictions contained in any documents evidencing Subordinated Debt, in the Senior Notes Documents and any Permitted Refinancing Indebtedness with respect thereto; provided, that in respect of Subordinated Debt and in the Senior Notes Documents and any Permitted Refinancing Indebtedness with respect thereto, such restrictions do not restrict the ability to grant security interests as required under the Credit Documents or any agreement that refinances this Agreement, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business Ordinary Course (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in the agreements relating to Liens permitted to be incurred under Section 6.2 that limit the right of any agreement Credit Party to dispose of or document transfer the assets subject to such Liens, (e) provisions limiting the disposition or distribution of assets or property in effect at sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements, (f) any Person becomes a Subsidiary encumbrance or restriction in connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdingsacquisition, and (eg) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interest in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions provided that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only restriction restricts the ability to the property or assets securing such Indebtedness, (j) restrictions and prohibitions grant security interests as required under the Credit Documents and (k) cash or other deposits permitted under Section 6.2Documents, such restrictions shall have existed prior to the Closing Date, no Credit Party 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 and Guaranty Agreement (Xerium Technologies Inc)
No Further Negative Pledges. 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 a permitted DispositionThe Borrower will not, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or nor will it --------------------------- permit any of its SubsidiariesConsolidated Subsidiaries (other than any Foreign Subsidiary which is not a Guarantor) to, (h) restrictions enter into, assume or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating become subject to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its properties or assetsProperty, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, other than (i) pursuant to the Senior Note Agreements and the Senior Notes, in each case as in effect as of the Closing Date, (ii) prohibitions against other Liens on specific Property encumbered to secure payment of particular Indebtedness (which Indebtedness relates solely to such specific Property, and improvements and accretions thereto, and is otherwise permitted hereby), (iii) customary non-assignment or non-transfer provisions entered into in the Obligationsordinary course of business, (iv) any restriction or encumbrance with respect to a Consolidated Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or Property of such Consolidated Subsidiary, so long as such sale or disposition is permitted under this Credit Agreement and (v) any agreement evidencing Indebtedness assumed by the Borrower or any Consolidated Subsidiary in connection with an acquisition otherwise permitted hereby or Indebtedness outstanding on the date a Person first becomes a Subsidiary of the Borrower or any of its Subsidiaries, provided that such -------- agreement was not created in contemplation of the acquisition of such Person and does not extend to or cover any Property other than Property of the Person so acquired by the Borrower or such Subsidiary.
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Dispositionhereunder, (bc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in any agreement Servicing Agreements (provided that such restrictions are limited to the individual Servicing Agreement and related agreements or document in effect at the time any Person becomes a Subsidiary of Holdingsproperty and/or assets subject to such agreements, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe case may be), (e) restrictions by reason of customary provisions restricting liens, assignments, subservicing, subcontracting or other transfers contained in joint venture agreements with any Specified Government Entity relating to the origination, sale, securitization and servicing of mortgage loans (provided that such restrictions are limited to the individual agreement and related agreements and/or the property or assets subject to such agreements, Organizational Documents of Non-Guarantor Subsidiaries as the case may be), and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions documents relating to secured Securitization Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, relating to the extent that such restrictions pledge or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2transfer of Equity Interests in Securitization Entities, no Credit Loan Party 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 (other than an agreement of a Securitization Entity that prohibits such Securitization Entity from creating or assuming any Lien upon its properties or assets to secure the Obligations).
Appears in 1 contract
Samples: Senior Secured Term Loan Facility Agreement (Home Loan Servicing Solutions, Ltd.)
No Further Negative Pledges. Except with respect to (ai) specific property encumbered to secure payment of particular Indebtedness or not otherwise prohibited under this Agreement (so long as such restriction applies only to be sold pursuant the property encumbered to an executed agreement with respect to a permitted Dispositionsecure such Indebtedness), (bii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property property, assets or assets rights subject to such leases, licenses or similar agreements, as the case may be), (ciii) subject to the Intercreditor Agreement, the Replacement Term Loan Facility, and (iv) restrictions identified on Schedule 6.3, 7.09(b); (dv) restrictions pursuant to Contractual Obligations assumed in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdingsconnection with permitted Investments, so long as such agreement was not entered into restrictions apply solely to the assets acquired in contemplation of such Person becoming a Subsidiary of Holdings, the Investment; (evi) restrictions contained in any agreement governing Indebtedness of any Loan Party or its Subsidiaries permitted hereby, so long as such restrictions are no more restrictive in any material respect than those contained in this Agreement or the other Loan Documents and (vii) provisions with respect to the creation or assumption of any such Liens (x) in joint venture agreements, Organizational Documents agreements or (y) in executed asset sale agreements or stock sale agreements governing dispositions of Non-Guarantor Subsidiaries and other similar agreements and applicable solely assets to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien extent permitted by Section 6.27.05 (provided that, for purposes of this clause (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(evii), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions Liens may apply only to the assets or property subject to such joint venture or executed asset sale or stock sale agreement or to the assets securing such Indebtednessor property being sold, (j) restrictions and prohibitions under as the Credit Documents and (k) cash or other deposits permitted under Section 6.2case may be), no Credit Loan Party nor or 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: Revolving Credit Agreement (Keystone Automotive Operations Inc)
No Further Negative Pledges. Except Neither Borrower nor any Restricted Subsidiary shall enter into or permit to exist any Contractual Obligation (other than any Credit Document or Senior Credit Document) prohibiting the creation, assumption or incurrence of any Lien upon any of its properties, whether now owned or hereafter acquired, 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 a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or on the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) Permitted Liens and restrictions identified on Schedule 6.3in the agreements relating thereto that limit the right of Borrower or any Restricted Subsidiary to dispose of or transfer, or create a Lien on, the asset subject to such Permitted Liens, (d) restrictions customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.07 and applicable solely to such joint venture and its equity, (e) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (f) restrictions on cash or document other deposits imposed by customers under contracts entered into in effect at the time ordinary course of business, (g) restrictions imposed by any Person becomes agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower, either (i) taken as a whole no more restrictive than the restrictions contained in this Agreement or (ii) taken as a whole no more restrictive with respect to Borrower or Restricted Subsidiary than customary market terms for Indebtedness of Holdingssuch type, so long as Borrower shall have determined in good faith that such agreement restrictions pursuant to this clause (g) will not affect its obligation or ability to make any payments required hereunder, (h) restrictions regarding licensing or sublicensing by Borrower or any of its Restricted Subsidiaries of intellectual property rights (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business, (i) restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, and (j) restrictions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary of Borrower and otherwise permitted by this Agreement; provided that such restrictions apply only to (x) such Restricted Subsidiary and its assets (or any special purpose acquisition Restricted Subsidiary without material assets acquiring such Restricted Subsidiary pursuant to a merger) and (y) such Contractual Obligation was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 ObligationsBorrower.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness (including Permitted Funding Indebtedness) or to be sold pursuant to an executed agreement with respect to a an asset sale or other disposition permitted Dispositionunder Section 6.8, (b) agreements governing Permitted Refinancing Indebtedness in respect of certain Indebtedness to the extent of the restrictions contained in such refinanced Indebtedness, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers or distributions or dispositions contained in loan documents, leases, licenses licenses, joint venture agreements, documentation relating to securitizations, conduit facilities and other similar transactions, equity documents and similar agreements entered into in the ordinary course Ordinary Course of business Business, including restrictions in equity investment agreements on such equity in connection with Investments made pursuant to Ordinary Course of Business (provided that such restrictions are limited to the property or assets secured by such Liens subject to (or the property or assets subject to of) such loan documents, leases, licenses licenses, joint venture agreements, securitizations, conduit facilities and other similar documentation or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement respect of property acquired in workouts or document in effect at the time any Person becomes a Subsidiary foreclosure or exercise of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdingsremedies on Portfolio Assets, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely with respect to the assets of such joint ventures and Non-Guarantor Subsidiaries Indebtedness issued by CIT (Australia) or Equity Interests in such joint ventures or Non-Guarantor SubsidiariesCIX Xxxxx, (fx) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of agreements governing Indebtedness of the type contemplated by described in Section 6.1(r6.1(b) (provided that such restrictions are limited to the property and assets permitted to be subject to a Lien pursuant to Section 6.2(w)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason restrictions in respect of any applicable Law, rule, regulation the CITLC Assigned Note contained in the CITLC Loan Assignment and Intercreditor Agreement or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariesthe security agreement executed in connection with Section 15 thereof, (h) agreements creating Liens of the type described in Sections 6.2(m), (n), (p)(A), (u)(A), (w), (x) and (dd) or other agreements related thereto (provided, that such restrictions are limited to the property and assets permitted to be subject to such Liens and specifically excluding Collateral described in subclause (y)(3) of the proviso to Section 6.1(k)), or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating with respect to secured Indebtedness permitted Liens on assets of CIT Funding pursuant to Sections 6.1(e), its security agreement with CIT Holdings (h), (i), (j), (rBarbados) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2SRL, no Credit Party shall, nor shall it permit any of its Restricted Subsidiaries shall to, enter into any agreement prohibiting the creation or assumption of any Lien securing the Obligations upon any of its properties or assets, whether now owned or hereafter acquiredacquired (provided that, for the avoidance of doubt, the foregoing provisions of this Section 6.3 shall not prohibit the granting of a right to secure the Obligationsquiet enjoyment to any lessee).
Appears in 1 contract
Samples: Lease Agreement (Cit Group Inc)
No Further Negative Pledges. Except with respect No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any contractual obligation (other than this Agreement, the other Credit Documents, and any Permitted Senior Unsecured Notes Documents) that limits the ability of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent for the benefit of the holders of the Obligations; provided, however, that this Section 7.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.1(e) solely to the extent any such negative pledge relates to the property encumbered financed by or subject to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionPermitted Liens securing such Indebtedness, (bii) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (iii) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 7.10 pending the consummation of such disposition, (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business and (provided that v) with respect to ITC^Deltacom and its Restricted Subsidiaries (as such restrictions are limited to term is defined in the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may beITC^Deltacom Indenture), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions limitation under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 ObligationsITC^Deltacom Notes Indenture.
Appears in 1 contract
Samples: Credit Agreement (Earthlink Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness Section 6.13 The Credit Parties will not, nor will they permit any Restricted Subsidiary to, enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to secure this Agreement and the Obligations.other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien. Compliance with OFAC Rules and Regulations and Sanctions and Compliance with Section 6.14 FCPA and Anti-Corruption Laws. None of the Credit Parties, nor any of their Subsidiaries or their respective Affiliates or the respective directors, officers or employees of the Credit Parties and any of their Subsidiaries shall be a Sanctioned Person or a Sanctioned Entity. None of the Credit Parties, nor any of their Subsidiaries or their respective Affiliates (on behalf of the Credit Parties or any of their Subsidiaries) or, to the knowledge of the Credit Parties or any of their Subsidiaries, the respective directors, officers or employees of the Credit Parties and any of their Subsidiaries (on behalf of the Credit Parties or any of their Subsidiaries) shall violate any applicable Sanctions in any material respect. The Borrower will not request any Extension of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Extension of Credit, directly or indirectly, for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Entity, or in any manner that would result in -116- the violation of any Sanctions applicable to any party hereto. No Loan or Letter of Credit, use of proceeds or other transactions contemplated by this Agreement will violate Anti-Corruption Laws. ARTICLE VII
Appears in 1 contract
No Further Negative Pledges. Except with respect Following December 23, 2008, the Credit Parties shall not enter into, assume or become subject to any new agreement that prohibits or restricts (or amend, restate, supplement or modify any agreement in effect on December 23, 2008 if one of the purposes of such amendment, restatement, supplement or modification is to prohibit or otherwise restrict) the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation; provided that the foregoing shall not apply to (ai) specific restrictions or conditions imposed by any agreement relating to Permitted Purchase Money Indebtedness and Cash Collateralized Letters of Credit if such restrictions or conditions apply only to the property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionassets securing such Debt, (bii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (ciii) this Agreement and the other Credit Documents, (iv) restrictions identified imposed by any sale agreement on Schedule 6.3, (d) restrictions the creation of Liens in any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsSecuritization Transaction, so long as such agreement was restrictions are (A) in the case of Securitization Transactions originated by Initial Borrower or its Subsidiaries, substantially similar to those contained in the documentation for any Securitization Transaction entered into prior to December 23, 2008 and (B) in the case of any interest in Securitization Transactions originated by Persons other than the Initial Borrower or its Subsidiaries, not entered into in contemplation of the acquisition of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor interest by the Initial Borrower or its Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness are ordinarily of the type contemplated by Section 6.1(r))included in Securitization Transactions, which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (hv) restrictions or prohibitions that arise conditions set forth in any documents in connection with any Lien permitted by Section 6.22009 Debt Issuance, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e)including, (h)but not limited to, (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 ObligationsHY Debt Documents.
Appears in 1 contract
Samples: Credit Agreement (Capitalsource Inc)
No Further Negative Pledges. 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 a permitted DispositionCompany shall not, (b) restrictions by reason of customary provisions restricting assignmentsand shall not permit any Guarantor to, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement Contractual Obligation prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (i) pursuant to secure the ObligationsCredit Documents and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.7 with respect to the property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted SPV Financing, Permitted SPV Sale or Permitted Whole-Sale Loan, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Company or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness permitted by this Agreement so long as such prohibitions, restrictions and conditions are not inconsistent with the provisions and requirements set forth in this Agreement, (vii) agreements or arrangements that are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.2 with respect to the transfer of the property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
No Further Negative Pledges. Except with respect Create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) specific property encumbered to secure payment of particular Indebtedness pay dividends or to be sold pursuant to an executed agreement make any other distributions on its Equity Interests or with respect to a permitted Dispositionany other interest or participation in, or measured by, its profits to the Borrower or any other Subsidiary of the Borrower, (b) restrictions by reason of customary provisions restricting assignments, subletting pay any Indebtedness or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited obligation to the property Borrower or assets secured by such Liens or any other Subsidiary of the property or assets subject to such leases, licenses or similar agreements, as the case may be)Borrower, (c) restrictions identified on Schedule 6.3make loans, advances or capital contributions to the Borrower or any other Subsidiary of the Borrower, (d) restrictions in sell, lease or otherwise transfer any agreement of its properties or document in effect at assets to the time Borrower or any Person becomes a Subsidiary other subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, or (e) act as a Guarantor or gxxxx x Xxxx on or a pledge of its assets in connection with Indebtedness under the Credit Documents, except, in each case, for such encumbrances or restrictions contained in joint venture agreements, Organizational Documents existing under or by reason of Non-Guarantor Subsidiaries (i) this Credit Agreement and the other similar agreements and applicable solely Credit Documents; (ii) pursuant to the assets terms of any Indebtedness in respect of purchase money obligations permitted by Section 6.3(g) to the extent such limitations relate only to the property that is the subject of such joint ventures financing; (iii) applicable law; (iv) pursuant to the terms of any existing Indebtedness as in effect on the date hereof and Non-Guarantor Subsidiaries refinancings, refunding, renewals or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, extensions thereof permitted under this Agreement; (fv) restrictions in any agreement or other instrument purchase and sale agreements limiting the transfer of a Person the subject assets pending closing; (vi) agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted under this Agreement; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than the assets so acquired; (vii) any agreement in effect with respect to a Subsidiary which was in existence at the time such Subsidiary becomes a Subsidiary of the Borrower; provided that such agreement existed at the time of such acquisition (but and was not created put into place in contemplation thereof or to provide all or any portion anticipation of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction and is not applicable to any Person, or the properties or assets of any Person, Person other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (viii) customary provisions restricting subletting, assignments or other transfers in leases, licenses and other contracts entered in the ordinary course of business; and (gix) prohibitions that apply agreements with respect to Indebtedness secured by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien Liens permitted by Section 6.2, (i) restrictions relating 6.1 that restrict the ability to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to transfer the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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.. 104
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or other obligations or to be sold pursuant to an executed agreement with respect to a an Asset Sale permitted Dispositionunder Section 6.7, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements (or in easements, rights of way or similar rights or encumbrances) entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3imposed by any Note Document, (d) restrictions in any agreement or document in effect at existing on the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of HoldingsClosing Date identified on Schedule 6.3,6.3, (e) restrictions contained in joint venture agreements, Organizational Documents imposed by agreements relating to Indebtedness of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time such Subsidiary became a Subsidiary of Company and any amendments or modifications thereof that do not materially expand the scope of any such acquisition restriction (but not created in contemplation thereof provided that, such restriction apply only to such Subsidiary), (f) any restriction arising under or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, agreement or the properties or assets instrument of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredjoint venture (including with respect to Capital Stock therein), (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required restrictions imposed by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions agreement relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that by this Agreement if such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (h) customary provisions in purchase money obligations and capitalized lease obligations on the property acquired pursuant thereto, (i) restrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts entered into in the ordinary course of business or consistent with industry practice, (j) restrictions and prohibitions under the Credit Documents agreements related to Excluded Accounts and (k) cash restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or other deposits permitted under refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) of this Section 6.26.3Section 6.3; provided that such amendments or refinancings do not materially expand the scope of any such restriction, no Credit Note Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien (other than Permitted Liens) upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Samples: Senior Secured Note Purchase Agreement (Golden Arrow Merger Corp.)
No Further Negative Pledges. Except with respect Directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than any Loan Document or any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the ability of (a) specific theany Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property encumbered or assets (including the Capital Stock owned by thesuch Borrower or such Loan Party), or (b) any Loan Party to secure payment make Restricted Payments to the Parent Borrower or any other Loan Party or to make or repay loans or advances to theany Borrower or any other Loan Party or to guarantee Indebtedness of particular Indebtedness theany Borrower or any other Loan Party or (c) theany Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to thea Borrower or a Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Requirements of Law, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold pursuant to an executed agreement and such sale is permitted hereunder (including, if applicable, in accordance with respect to a permitted DispositionSection 8.15), (biii) the foregoing shall not apply to restrictions or conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets secured by securing such Liens Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the property Capital Stock of any Designated Borrower, any Guarantor or assets subject to such leases, licenses or similar agreements, as the case may beany Qualified Asset Owner), (civ) the foregoing shall not apply to restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect an Other Guarantor at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Parent Borrower, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe Parent Borrower, (ev) the foregoing shall not apply to restrictions contained or conditions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (vi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets subject thereto, (vii) clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the Parent Borrower and its Subsidiaries of such joint ventures Intellectual Property, which licenses and Non-Guarantor Subsidiaries or Equity Interests sublicenses were entered into in the ordinary course of business (in which case such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of restriction shall relate only to such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)Intellectual Property), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, ix) the foregoing shall not apply to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course 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 Obligationsbusiness.
Appears in 1 contract
No Further Negative Pledges. 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 a permitted Disposition, Asset Sale or other sale or disposition of property not constituting an Asset Sale and permitted hereunder; (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (c) restrictions identified on Schedule 6.3, imposed by the Senior Secured Credit Documents or the Senior Subordinated Notes Documents; (d) restrictions in and conditions applicable to any agreement or document in effect Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time any Person becomes a such Subsidiary of Holdingswas acquired, so long as such agreement was were not entered into created in contemplation anticipation of such Person becoming a Subsidiary of Holdings, acquisition and apply solely to such acquired Subsidiary; (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries any agreements evidencing Indebtedness permitted by Section 6.1(b)(xii) and other similar agreements and applicable applying solely to the assets of such joint ventures Subsidiary and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor its Subsidiaries, ; (f) restrictions existing on the Closing Date; (g) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than agreements entered into in connection with the incurrence of Indebtedness Permitted Liens, to the extent they condition, prohibit or limit the ability of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, Agents or the properties or Lenders from obtaining a Lien on the property, rights and assets of any Person, other than the Person subject to such Permitted Lien; and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise imposed in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2Receivables Program, no Credit Party 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
No Further Negative Pledges. Except with respect to (a) specific property encumbered by a Lien permitted by Section 6.2 to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements, asset sale agreements, stock sale agreements and similar agreements entered into in to the ordinary course of business (provided extent permitted hereunder; provided, that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses licenses, joint venture agreements, asset sale agreements, stock sale agreements or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3in other Indebtedness incurred in compliance with Section 6.1 in respect of Liens in favor of parties other than the Secured Parties, (d) restrictions contained in the Credit Documents or any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdingsrelated documents, (e) restrictions contained any other agreement that does not restrict in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely any manner Liens created pursuant to the assets Credit Documents on any Collateral securing the Obligations and does not require the granting of such joint ventures and Non-Guarantor Subsidiaries any Lien securing any Indebtedness or Equity Interests in such joint ventures other obligation by virtue of the granting of Liens on or Non-Guarantor Subsidiariespledge of property of any Loan Party to secure the Obligations, or (f) restrictions in any agreement prohibition or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions limitation that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted exists pursuant to Sections 6.1(e)applicable laws; provided, (h)that such restrictions, (i)taken as a whole, (j), (r) and (s)are, in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2good faith judgment of Borrower, no Credit Party nor any of its Subsidiaries more materially restrictive with respect to such encumbrances and restrictions than those contained in this Agreement, Borrower shall not 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
No Further Negative Pledges. 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 a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no No Credit Party nor any of its Restricted 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, except with respect to (a) restrictions identified on Schedule 6.03, (b) this Agreement and the other Credit Documents, (c) the Senior Notes Documents, (d) any agreements governing any purchase money Liens or Capital Lease obligations otherwise permitted hereby, if the prohibition or limitation therein is only effective against the assets financed thereby, (e) agreements for the benefit of the holders of Liens described in Section 6.02(n) and applicable solely to the property subject to such Lien, (f) covenants in documents creating Liens permitted by Section 6.02(n) prohibiting further Liens on the properties encumbered thereby; (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Obligations and that does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Obligations; (h) covenants in any Indebtedness permitted pursuant to Section 6.01 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Credit Documents or, in the case of Subordinated Indebtedness, are market terms at the time of issuance or, in the case of Indebtedness of any Foreign Subsidiary, are imposed solely on Foreign Subsidiaries; (i) any prohibition or limitation that (1) exists pursuant to applicable law, (2) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.07 pending the consummation of such sale solely with respect to such property being disposed of, (3) restricts subletting or assignment of any lease governing a leasehold interest of Borrower or a Restricted Subsidiary, (4) exists in any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (5) is imposed by any amendments or refinancings that are otherwise permitted by the Credit Documents of the contracts, instruments or obligations referred to in clauses (c), (d), (g), (h) or (i)(4), provided that such amendments and refinancings are, taken as a whole, no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and (j) customary provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture entered into in the ordinary course of business.
Appears in 1 contract
No Further Negative Pledges. 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 a permitted Disposition, Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (ce) restrictions identified on Schedule 6.3, (d) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of Company or any agreement of its Subsidiaries to dispose of or document transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements; (g) any Person becomes a Subsidiary encumbrance or restriction in connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition; and (eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 and Guaranty Agreement (Amscan Holdings Inc)
No Further Negative Pledges. Except with respect Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents, (b) restrictions by reason of customary provisions restricting assignments, subletting pursuant to any document or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets secured by constructed or acquired in connection therewith, (c) pursuant to the Senior Indenture and the Convertible Notes Indenture, as each of the foregoing are in effect on the Effective Date, (d) pursuant to any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l) may contain such Liens prohibitions or restrictions which are applicable only to such Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the property equity interests in any Material Foreign Subsidiary), (e) such prohibitions or restrictions affecting one or more Immaterial Subsidiaries, (f) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such leases, licenses or similar agreements, as the case may be)Permitted Lien, (cg) restrictions identified on Schedule 6.3, (d) restrictions in any agreement instrument governing Indebtedness or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument Capital Stock of a Person acquired by the Borrower Company or any Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition (but not created in contemplation thereof except to the extent such Indebtedness or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than Capital Stock was incurred in connection with the incurrence or in contemplation of Indebtedness of the type contemplated by Section 6.1(r)such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, (g) prohibitions that apply by reason in the case of any applicable LawIndebtedness, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariessuch Indebtedness was otherwise permitted to be incurred hereunder, (h) restrictions customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business in respect of such contract or prohibitions that arise in connection with any Lien permitted by Section 6.2license, as the case may be, (i) purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to on the property purchased or assets securing such Indebtednessleased, and (j) restrictions and prohibitions under any agreement for the Credit Documents and (k) cash sale or other deposits permitted under Section 6.2, no Credit Party nor any disposition of a Subsidiary that restricts distributions by that Subsidiary pending its Subsidiaries shall enter into any agreement prohibiting the creation sale or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsother disposition.
Appears in 1 contract
Samples: Credit Agreement (Alliance One International, Inc.)
No Further Negative Pledges. 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 a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified under the ABL Facility Documents as in effect on Schedule 6.3the Closing Date, (d) restrictions identified on Schedule 6.7, (e) covenants in documents creating Liens permitted by Section 6.2 prohibiting further Liens on the properties encumbered thereby, (f) customary provisions restricting assignment of any agreement or license entered into by the Borrower or any Subsidiary in the ordinary course of business, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Secured Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.6, (iii) restricts subletting or document assignment of leasehold interests contained in any lease governing a leasehold interest of Borrower or a Subsidiary, (iv) exists in any agreement in effect at the time any Person such Subsidiary becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such Person person becoming a Subsidiary of HoldingsSubsidiary, or (ev) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions exists in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than governing Indebtedness assumed in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))any Permitted Acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person and its Subsidiaries, person or the property properties or assets of the Person and its Subsidiaries, person so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 Secured Obligations.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e) or 6.1(t) or governing Liens permitted by Section 6.2(l) or 6.2(o) or by clause (c), (d), (j), (q) or (r) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Senior Notes Indebtedness Document or any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l) or 6.1(m) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
No Further Negative Pledges. 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 a permitted DispositionAsset Sale or an Asset Sale conditioned on the repayment of the Obligations or pursuant to a consent provided hereunder, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3customary provisions contained in joint venture agreements and other similar agreements applicable to Joint Ventures (to the extent only affecting the assets of, or the Capital Stock in, each such Joint Venture), (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings(to the extent only affecting the assets of, or the Capital Stock in, each such Person), so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2Subsidiary, no Credit Party nor any of its Restricted Subsidiaries (excluding Restricted Subsidiaries that are not Guarantors and are not required to become Guarantors hereunder) 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, that secure the Obligations and (e) Permitted Secured Debt, the Senior Notes, debt incurred pursuant to Section 6.1(l) and Ratio Debt, in each case so long as the same do not restrict the granting of Liens to secure the ObligationsIndebtedness pursuant to this Agreement.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Zekelman Industries, Inc.)
No Further Negative Pledges. Except with respect Neither Parent nor any of its Restricted Subsidiaries will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings Parent or any of its SubsidiariesRestricted Subsidiaries to create, (h) restrictions incur or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating permit to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the date hereof (including such restrictions set forth in the ABL Credit Agreement), and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of any Subsidiary that is not a wholly owned Subsidiary or the Capital Stock of any Person that is not a Subsidiary or that is an Unrestricted Subsidiary, restrictions and conditions imposed by any agreement or document governing Indebtedness of such Subsidiary, Person or Unrestricted Subsidiary or by its Organizational Documents or any related joint venture, shareholders’ or similar agreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Capital Stock of such Subsidiary or to the Capital Stock of such other Person or Unrestricted Subsidiary, as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.2(r) or governing Liens permitted by clause (d), (e), (g), (i), (r), (s) or (y) of the definition of the term “Permitted Liens”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.2(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any refunding Indebtedness in respect thereof incurred pursuant to Section 6.2(m), by the applicable Indebtedness originally incurred under Section 6.2(f)) at the time such Indebtedness first became subject to Section 6.2, (f) in connection with the sale of any Capital Stock of a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.4, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, and (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder. Nothing in this Section 6.9 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.9, 5.10 or 5.11 or under the Collateral Documents.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither Parent nor any of its Restricted Subsidiaries will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings Parent or any of its SubsidiariesRestricted Subsidiaries to create, (h) restrictions incur or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating permit to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the date hereof and restrictions and conditions set forth in the ABL Credit Agreement as of the Closing Date, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of any Subsidiary that is not a wholly owned Subsidiary or the Capital Stock of any Person that is not a Subsidiary or that is an Unrestricted Subsidiary, restrictions and conditions imposed by any agreement or document governing Indebtedness of such Subsidiary, Person or Unrestricted Subsidiary or by its Organizational Documents or any related joint venture, shareholders’ or similar agreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Capital Stock of such Subsidiary or to the Capital Stock of such other Person or Unrestricted Subsidiary, as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.2(r) or governing Liens permitted by clause (d), (e), (g), (i), (r), (s) or (y) of the definition of the term “Permitted Liens”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.2(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any refunding Indebtedness in respect thereof incurred pursuant to Section 6.2(m), by the applicable Indebtedness originally incurred under Section 6.2(f)) at the time such Indebtedness first became subject to Section 6.2, (f) in connection with the sale of any Capital Stock of a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.4, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, and (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder. Nothing in this Section 6.9 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.9, 5.10 or 5.11 or under the Collateral Documents.
Appears in 1 contract
No Further Negative Pledges. Except with respect Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents, (b) restrictions by reason of customary provisions restricting assignmentspursuant to applicable law, subletting (c) pursuant to any document or other transfers contained in leasesinstrument governing Indebtedness incurred pursuant to Section 6.1(c), licenses and similar agreements entered into in the ordinary course of business (provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets secured by constructed or acquired in connection therewith, (d) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such Liens or restriction contained therein relates only to the property asset or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of HoldingsPermitted Lien, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely pursuant to the assets of such joint ventures and Non-Guarantor Subsidiaries any instrument governing Indebtedness or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument Capital Stock of a Person acquired by the Borrower or any Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition (but not created in contemplation thereof except to the extent such Indebtedness or to provide all Capital Stock was incurred or any portion of the funds or credit support utilized to consummate such acquisition other than issued in connection with the incurrence or in contemplation of Indebtedness of the type contemplated by Section 6.1(r)such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (f) to the extent permitted by Section 6.4(b), pursuant to any agreement for the sale or other disposition of Capital Stock or assets of a Subsidiary or an agreement entered into for the sale of specified assets that restrict distributions by that Subsidiary pending such sale, (g) prohibitions that apply by reason customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariesbusiness and consistent with past practices, (h) restrictions or prohibitions in other Indebtedness incurred in compliance with Section 6.1; provided that arise such restrictions, taken as a whole, are, in connection the good faith judgment of the Borrower’s board of directors, no more materially restrictive with any Lien permitted by Section 6.2respect to such encumbrances and restrictions than those contained in this Agreement, and (i) any encumbrances or restrictions relating imposed by any amendments, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to secured Indebtedness permitted pursuant to Sections 6.1(e), in clauses (a) through (h)) above; provided, (i)that the encumbrances or restrictions in such amendments, (j)modifications, (r) and (s)restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in each casethe good faith judgment of the board of directors of the Borrower, taken as a whole, than the encumbrances or restrictions prior to the extent that such restrictions amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 Obligationsrefinancing.
Appears in 1 contract
No Further Negative Pledges. 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 a an Asset Sale permitted Dispositionunder Section 6.9, (b) restrictions under the Astellas Royalty Transaction Agreement, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings[reserved], (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in under any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (but or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(rthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or designation, (f) restrictions on cash or other deposits or net worth imposed by customers under commercial contracts entered into in the ordinary course of business, (g) prohibitions that apply by reason encumbrances or restrictions in connection with any Permitted Product Transaction (solely with respect to the grant of any applicable Lawthe license or sublicense thereunder) or Permitted Royalty Transaction (solely with respect to a Backup Security Interest granted thereunder) that, rulein the good faith determination of the Borrower, regulation are reasonably necessary or order advisable in connection with such Permitted Product Transaction or are required by any Governmental Authority having jurisdiction over Holdings or any of its SubsidiariesPermitted Royalty Transaction, (h) restrictions customary provisions in joint venture agreements or prohibitions that arise in connection with any Lien permitted by Section 6.2arrangements and other similar agreements or arrangements relating solely to the applicable joint venture, (i) restrictions relating to any encumbrance or restriction contained in secured Indebtedness otherwise permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, be incurred hereunder to the extent that such restrictions or prohibitions apply only limiting the right of the debtor to dispose of the property or assets securing such Indebtedness, Indebtedness or contained in any agreements with respect to any Permitted Chinese Indebtedness and (j) any encumbrances or restrictions of the type referred to in the immediately preceding clauses (a) through (i) above (excluding clause (b)) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to such immediately preceding clauses (a) through (i) above (excluding clause (b)); provided that such encumbrances and prohibitions under restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the Credit Documents good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and (k) cash restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits permitted under Section 6.2refinancing, no Credit Loan Party nor any of its Borrower’s 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 acquired securing the Obligations.
Appears in 1 contract
Samples: Financing Agreement (Fibrogen Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness The Credit Parties will not enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, acquired to secure the Credit Party Obligations, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(i) or Section 6.1(j), (e) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (f) contracts containing customary provisions restricting assignment of such contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (g) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Credit Agreement, and (h) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Credit Agreement.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
Samples: Term Credit and Guaranty Agreement (QualTek Services Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not, nor will they permit any Domestic Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien (including the requirement for an equal and ratable Lien) upon any of their properties or assets, whether now owned or hereafter acquired, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, this Credit Agreement and the other Credit Documents (b) restrictions by reason of pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) so long as the Liens granted pursuant to the Security Documents are not prohibited thereby, (i) customary anti-assignment provisions restricting assignments, subletting or other transfers contained in leases, licenses leases and similar licensing agreements entered into in the ordinary course of business or contained in any contract not a Material Contract, (provided that such ii) restrictions are limited imposed by law, (iii) customary restrictions contained in agreements relating to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes sale of a Subsidiary of Holdingsthe Borrower (or all or substantially all of the assets thereof) pending such sale, so long as such agreement was not entered into in contemplation of restrictions and conditions apply only to such Person becoming a Subsidiary of Holdingsand such sale is permitted hereunder, (eiv) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in imposed by any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that by this Credit Agreement if such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (jv) restrictions and prohibitions under agreements with respect to Foreign Subsidiaries so long as any liability thereunder is non-recourse to any Credit Party, (vi) agreements with respect to joint ventures so long as any liability thereunder is non-recourse to the Credit Parties except to the extent of such Person’s ownership interest in the joint venture, and (vii) pursuant to the Subordinated Note Documents and (k) cash the documents for all other publicly held or other deposits permitted under privately placed Indebtedness incurred in accordance with Section 6.2, no Credit Party 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 Obligations6.1(p).
Appears in 1 contract
Samples: Credit Agreement (Belden Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets to secure the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given to secure the Credit Party Obligations, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents or applicable law, (b) restrictions or conditions imposed by reason any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (e) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in other contracts restricting the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)assignment thereof, (cf) restrictions identified on Schedule 6.3customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, and (dg) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its SubsidiariesBorrower, (h) restrictions restrictions, which are not more restrictive in any material respect than those contained in this Agreement or prohibitions that arise any of the other Credit Documents, contained in connection any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with any Lien permitted by Section 6.2this Agreement, and (i) customary restrictions relating entered into in the ordinary course of business with respect to secured Indebtedness permitted pursuant Intellectual Property that limit the ability to Sections 6.1(e), (h), (i), (j), (r) and (s), grant a security interest in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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.Intellectual Property. 110
Appears in 1 contract
Samples: Credit Agreement (Fluent, Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents, (b) restrictions by reason of customary provisions restricting assignments, subletting pursuant to any document or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (instrument governing Indebtedness permitted hereunder; provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets secured by constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such Liens or restriction contained therein relates only to the property asset or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3Permitted Lien, (d) restrictions (i) which exist on the Closing Date and (to the extent not otherwise permitted by this 120 Section 6.13) are listed on Schedule 6.9 and (ii) to the extent the restriction or condition permitted by clause (i) is set forth in an agreement evidencing Indebtedness, such restriction or condition may be set forth in any agreement evidencing any permitted renewal, extension or document in effect refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restriction or condition; (e) are binding on a Subsidiary at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Company, so long as such agreement restriction or condition was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, the Company; (ef) restrictions contained are provisions in Organization Documents and other customary provisions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the Equity Interests of such joint venture or other Person entered into in the ordinary course of business; (g) are customary restrictions or conditions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions or conditions relate only to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties Company’s or assets such Subsidiary’s rights under such easement, right of any Personway or similar right or encumbrance, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (gas applicable) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, subject thereto; (h) restrictions are customary provisions restricting subletting or prohibitions that arise in connection with assignment of any Lien permitted by Section 6.2, lease governing a leasehold interest of the Company or any Subsidiary; (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) are restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course 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 Obligationsbusiness.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any 183 agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (QualTek Services Inc.)
No Further Negative Pledges. 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 a permitted Dispositionsale, disposition or other transfer, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions as of the Closing Date identified on Schedule 6.3, (d) restrictions on the Equity Interests of Non-Recourse Subsidiaries in any agreement Non-Recourse Project Indebtedness documentation or document in effect at the time any Person becomes a Subsidiary other Indebtedness documentation of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of HoldingsNon-Recourse Subsidiaries, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries[reserved], (f) restrictions contained in any Credit Document, Senior 2023 Notes Document, Senior 2025 Notes Document, or Credit Document (as defined in the Existing Term Credit Agreement), in each case as in effect on the Closing Date, or in any Existing Term Loan Refinancing Document (or in any agreement or other instrument document evidencing Refinancing Indebtedness in respect of a Person acquired the Indebtedness established by any of the foregoing (or, in the case of the Indebtedness established under the Credit Documents, any Credit Agreement Refinancing Indebtedness); provided that the restrictions and conditions contained in any such agreement or other document are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by the Borrower agreements or any Subsidiary which was other documents in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion respect of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person being refinanced) and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Lawrestrictions on Non-Recourse Subsidiaries described in Section 6.2(q), rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings no Credit Party or any of its Subsidiaries, Subsidiaries (hother than any Non-Recourse Subsidiary) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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 and Guaranty Agreement (TerraForm Power, Inc.)
No Further Negative Pledges. Except with respect Create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) specific property encumbered to secure payment of particular Indebtedness pay dividends or to be sold pursuant to an executed agreement make any other distributions on its Capital Stock or with respect to a permitted Dispositionany other interest or participation in, or measured by, its profits to the Borrower or any other Subsidiary of the Borrower, (b) restrictions by reason of customary provisions restricting assignments, subletting pay any Indebtedness or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited obligation to the property Borrower or assets secured by such Liens or any other Subsidiary of the property or assets subject to such leases, licenses or similar agreements, as the case may be)Borrower, (c) restrictions identified on Schedule 6.3make loans, advances or capital contributions to the Borrower or any other Subsidiary of the Borrower, (d) restrictions in sell, lease or otherwise transfer any agreement of its properties or document in effect at assets to the time Borrower or any Person becomes a Subsidiary other subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, or (e) act as a Guarantor or xxxxx x Xxxx on or a pledge of its assets in connection with Indebtedness under the Credit Documents, except, in each case, for such encumbrances or restrictions contained in joint venture agreements, Organizational Documents existing under or by reason of Non-Guarantor Subsidiaries (i) this Credit Agreement and the other similar agreements and applicable solely Credit Documents; (ii) pursuant to the assets terms of any Indebtedness in respect of purchase money obligations permitted by Section 8.03(g) to the extent such limitations relate only to the property that is the subject of such joint ventures financing; (iii) applicable law; (iv) pursuant to the terms of any existing Indebtedness as in effect on the date hereof and Non-Guarantor Subsidiaries refinancings, refunding, renewals or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, extensions thereof permitted under the Credit Agreement; (fv) restrictions in any agreement or other instrument purchase and sale agreements limiting the transfer of a Person the subject assets pending closing; (vi) agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted under the Credit Agreement; provided that such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than the assets so acquired; (vii) any agreement in effect with respect to a Subsidiary which was in existence at the time such Subsidiary becomes a Subsidiary of the Borrower; provided that such agreement existed at the time of such acquisition (but and was not created put into place in contemplation thereof or to provide all or any portion anticipation of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction and is not applicable to any Person, or the properties or assets of any Person, Person other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (viii) customary provisions restricting subletting, assignments or other transfers in leases, licenses and other contracts entered in the ordinary course of business; and (gix) prohibitions that apply agreements with respect to Indebtedness secured by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien Liens permitted by Section 6.2, (i) restrictions relating 8.01 that restrict the ability to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to transfer the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party 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: Amerigroup Corp
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to secure this Credit Agreement and the Obligationsother Credit Documents, (b) pursuant to the Senior Unsecured Notes Indenture or other indenture or agreement evidencing Indebtedness permitted under Section 6.1(f), (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith) and (e), (d) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (e) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (f) restrictions in joint venture and partnership agreements, (g) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, (h) restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition, and applying solely to such acquired Subsidiary, and (i) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business.
Appears in 1 contract
No Further Negative Pledges. 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 a an Asset Sale permitted Dispositionunder Section 6.9, (b) [reserved], (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings[reserved], (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in under any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (but or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(rthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or designation, (f) restrictions on cash or other deposits or net worth imposed by customers under commercial contracts entered into in the ordinary course of business, (g) prohibitions that apply by reason encumbrances or restrictions in connection with any Permitted Product Transaction that, in the good faith determination of any applicable Lawthe Borrower, rule, regulation are reasonably necessary or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariesadvisable in connection with such Permitted Product Transaction, (h) restrictions customary provisions in joint venture agreements or prohibitions that arise in connection with any Lien permitted by Section 6.2arrangements and other similar agreements or arrangements relating solely to the applicable joint venture, (i) restrictions relating to any encumbrance or restriction contained in secured Indebtedness otherwise permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, be incurred hereunder to the extent that such restrictions or prohibitions apply only limiting the right of the debtor to dispose of the property or assets securing such Indebtedness, Indebtedness and (j) any encumbrances or restrictions of the type referred to in the immediately preceding clauses (a) through (i) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to such immediately preceding clauses (a) through (i) above; provided that such encumbrances and prohibitions under restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the Credit Documents good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and (k) cash restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits permitted under Section 6.2refinancing, no Credit Loan Party nor any of its Borrower’s 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
