Common use of No Further Negative Pledges Clause in Contracts

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 5 contracts

Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

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No Further Negative Pledges. The Credit Parties will not not, nor will they permit any Consolidated Party to Subsidiary (other than a Subsidiary that is a Permitted JV) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bc) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(fSections 6.1(f) or 8.1(k6.1(h), (cd) 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, (de) customary provisions in leases restricting the assignment thereof and (f) pursuant to customary restrictions and conditions contained in any agreement relating Management Agreement to the sale of extent that any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating Management Agreement is subject to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiaryprovisions of Section 9.23.

Appears in 5 contracts

Samples: Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided PROVIDED that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided PROVIDED that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5Permitted Asset Disposition, pending the consummation of such sale and sale, (d) customary non-assignment provisions in contracts, (e) pursuant the documentation governing or evidencing the Existing Notes, (f) agreements entered into by to applicable law and other customary conditions and restrictions contained Foreign Subsidiaries or (g) Property consisting of Capital Stock in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryJoint Ventures.

Appears in 3 contracts

Samples: Credit Agreement (Michael Foods Inc /Mn), Credit Agreement (Mg Waldbaum Co), Credit Agreement (Mg Waldbaum Co)

No Further Negative Pledges. The Each of the Credit Parties will not not, nor will it permit any Consolidated Party to of its Restricted Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome 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 8.1(cSections 8.01(b), (c), (i), (j), (k), (o) or (q) provided that that, (i) with respect to Indebtedness incurred pursuant to Section 8.01(c), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (bii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(kSections 8.01(i), (j), (k), (o) and (q), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c8.1(c)(i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (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, (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and sale, (d) customary non-assignment provisions in leases, licenses or other contracts entered into in the ordinary course of business or (e) pursuant to applicable law and other customary conditions and in the case of any Joint Venture which is not a Credit Party, restrictions contained in any agreement, document such Person's organizational or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarygoverning documents.

Appears in 2 contracts

Samples: Credit Agreement (Jw Childs Equity Partners Ii Lp), Credit Agreement (Signal Medical Services)

No Further Negative Pledges. The Credit Parties will not permit the Parent or any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k8.1(g), (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, Lien and (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarysale.

Appears in 2 contracts

Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Each of the Credit Parties will not not, nor will it permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bc) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k)the Senior Indenture and the Senior Subordinated Indenture, as each of the foregoing are in effect on the Closing Date and (cd) 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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Alliance One International, Inc.), Credit Agreement (Alliance One International, Inc.)

No Further Negative Pledges. The Credit Parties will not not, nor will they permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement (other than the Indenture, the Adam Xxxxx Xxxd Indenture and the PBBC Bond Indenture as in effect on the Closing Date) prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), therewith and (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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Sleepmaster LLC), Credit Agreement (Lower Road Associates LLC)

No Further Negative Pledges. The Each of the Credit Parties will not not, nor will it permit any Consolidated Party to of its Restricted Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome 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 8.1(cSections 8.01(c), (i), (j) or (n) provided that that, (i) with respect to Indebtedness incurred pursuant to Section 8.01(c), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (bii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(kSections 8.01(i), (j) and (n), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)

No Further Negative Pledges. The Credit Parties will not not, nor will they permit any Consolidated Party to Subsidiary (other than a Subsidiary that is a Permitted JV) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bc) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(fSections 6.1(f), 6.1(h) or 8.1(k6.1(k), (cd) 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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale Lien and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating Management Agreement to the formation, operation extent that the parties thereto are Credit Parties and regulatory requirements or limitations related any such Management Agreement is subject to the Insurance Subsidiaryprovisions of Section 9.23.

Appears in 2 contracts

Samples: Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (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, (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5Permitted Asset Disposition, pending the consummation of such sale and sale, (d) customary non-assignment provisions in contracts, (e) pursuant the documentation governing or evidencing the Senior Unsecured Debt or the Subordinated Notes, (f) agreements entered into by to applicable law and other customary conditions and restrictions contained Foreign Subsidiaries or (g) Property consisting of Capital Stock in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryJoint Ventures.

Appears in 1 contract

Samples: Credit Agreement (Birds Eye Foods, Inc.)

No Further Negative Pledges. The Each of the Credit Parties will not not, nor will it permit any Consolidated Party to of its Restricted Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome 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 8.1(cSections 8.01(b), (c), (i), (k), (o) or (q) provided that that, (i) with respect to Indebtedness incurred pursuant to Section 8.01(c), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (bii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(kSections 8.01(i), (k), (o) and (q), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Assignment and Assumption (Dycom Industries Inc)

No Further Negative Pledges. The Credit Parties will not permit the Parent or any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party ObligationsProperty, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the Recapitalization Documents, in each case as in effect as of the Closing Date, (c) any document or instrument governing Indebtedness incurred pursuant permitted under Section 8.1, provided that the encumbrances and restrictions relating to the Parent or any Consolidated Party in such document or instrument (i) permit the Liens arising under the Collateral Documents and/or contemplated by the terms of Section 8.1(c)7.12 and Section 7.13 and (ii) are no more restrictive than the corresponding encumbrances and restrictions contained in the Credit Documents, (d) the agreement for any lease by the Parent or a Consolidated Party permitted hereunder, provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewithsubject to such lease, (be) pursuant any agreement relating to a sale of Property by the Parent or a Consolidated Party permitted under this Credit Agreement, provided that any document such restriction contained therein relates only to the Property subject to such agreement or instrument governing Indebtedness incurred pursuant to Section 8.1(f(f) or 8.1(k), (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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Cluett Peabody & Co Inc /De)

No Further Negative Pledges. The Credit Parties will not not, nor will they permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bc) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(fSections 6.1(f), 6.1(h) or 8.1(k6.1(k), (cd) 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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale Lien and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating Management Agreement to the formation, operation extent that the parties thereto are Credit Parties and regulatory requirements or limitations related any such Management Agreement is subject to the Insurance Subsidiaryprovisions of Section 9.23.

Appears in 1 contract

Samples: Credit Agreement (Mednax, Inc.)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) properties or assets for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property security is given as security for the Credit Party Obligations, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) if the Subordinated Notes shall have been issued, pursuant to the Subordinated Note Indenture and the Subordinated Notes and (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (ce) 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, Lien and (df) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property a Subsidiary permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarysale.

Appears in 1 contract

Samples: Credit Agreement (Vestar Sheridan Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative U.S. Agent or the Collateral Agent (in each case, for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (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, Lien and (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.58.4(b), pending the consummation of such sale sale, (d) the Medium Term Notes and the Medium Term Indenture and (e) pursuant to applicable law customary restrictions and conditions contained in leases and other customary conditions and restrictions contained in any agreement, document or instrument relating to contracts restricting the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiaryassignment thereof.

Appears in 1 contract

Samples: Credit Agreement (Airgas Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of CHAR1\1351553v8 97 securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Parties will not permit the Parent or any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k8.1(g), (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, Lien and (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarysale.

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Loan Parties will not not, nor will they permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Financing Agreements, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c9.9(b), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bc) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k)the Term Loan Financing Agreements, (cd) 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, (de) pursuant to customary restrictions any agreement in connection with an Asset Disposition permitted hereunder; provided that any such restriction contained therein relates only to the asset or assets subject to such Asset Disposition and conditions contained in (f) pursuant to any agreement relating to the sale of any Property Indebtedness permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law Sections 9.9(i) and other customary conditions and restrictions contained in any agreement9.9(k); provided, document that such agreement shall not prohibit or instrument relating limit the liens granted to secure the formation, operation and regulatory requirements ABL Collateral or limitations related the ability of the Loan Parties to satisfy the Insurance SubsidiaryObligations.

Appears in 1 contract

Samples: Loan and Security Agreement (U.S. Silica Holdings, Inc.)

No Further Negative Pledges. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to Material Domestic Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(b)(i), provided that any such restriction contained therein relates only to the asset or assets 58 -143- constructed or acquired in connection therewith, (bc) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k)the Senior Indenture and the Subordinated Indenture, as each of the foregoing are in effect on the Closing Date and (cd) 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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under . Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.6.15

Appears in 1 contract

Samples: Credit Agreement (Dimon Inc)

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No Further Negative Pledges. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to Material Domestic Subsidiary or any Material Foreign Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(b)(i), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bc) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k)the Senior Indenture, the Subordinated Indenture and the Second Senior Indenture, as each of the foregoing are in effect on the Closing Date and (cd) 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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Dimon Inc)

No Further Negative Pledges. The Credit Parties will not not, nor will they permit any Consolidated Party to Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to the Secured Bridge Loan Documents, (c) pursuant to any document or instrument governing purchase money Indebtedness incurred or Capital Leases permitted pursuant to Section 8.1(c), 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (cd) 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, (de) specific property to be sold pursuant to an executed agreement with respect to a permitted Asset Disposition, and (f) restrictions by reason of customary restrictions and conditions provisions restricting assignments, subletting or other transfers contained in any agreement relating leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the sale of any Property permitted under Section 8.5property or assets secured by such Liens or the property or assets subject to such leases, pending licenses or similar agreements, as the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiarycase may be).

Appears in 1 contract

Samples: First Lien Credit Agreement (GateHouse Media, Inc.)

No Further Negative Pledges. The Credit None of the Consolidated Parties will not permit any Consolidated Party to --------------------------- enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for some other obligation unless such agreement permits the securing of the Credit Party ObligationsObligations to the extent provided herein, or any other assets of the Borrower and its Subsidiaries which may constitute Collateral hereunder or under the Collateral Documents, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to the documents executed in connection with any Permitted Receivables Securitization (but only to the extent that the related prohibitions or restrictions against other encumbrances pertain to the applicable transferred assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such Permitted Receivables Securitization and (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c7.1(c), provided that any such restriction contained therein relates only to the -------- asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (PSS World Medical Inc)

No Further Negative Pledges. The Credit Parties will not not, nor will they permit any Consolidated Party to Restricted Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing purchase money Indebtedness incurred or Capital Leases permitted pursuant to Section 8.1(c), 6.1; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (c) with respect to the Opco Credit Parties and their Restricted Subsidiaries, in connection with any Permitted Lien permitted under the Opco Credit Agreement or any document or instrument governing any Permitted such Lien, ; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (d) specific property to be sold pursuant to customary restrictions and conditions contained in any an executed agreement relating with respect to the sale of any Property a permitted under Section 8.5Asset Disposition, pending the consummation of such sale and (e) 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 (f) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryOpco Credit Agreement.

Appears in 1 contract

Samples: Bridge Credit Agreement (GateHouse Media, Inc.)

No Further Negative Pledges. The Each of the Credit Parties will not not, nor will it permit any Consolidated Party to of its Restricted Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome 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 8.1(cSections 8.01(c), (i), (j), (k) or (o) provided that that, (i) with respect to Indebtedness incurred pursuant to Section 8.01(c), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (bii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(kSections 8.01(i), (j), (k) and (o), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

No Further Negative Pledges. The Each of the Credit Parties will not not, nor will it permit any Consolidated Party to of its Restricted Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome 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 8.1(cSections 8.01(b), (c), (i), (j), (k), (o) or (q) provided that that, (i) with respect to Indebtedness incurred pursuant to Section 8.01(c), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (bii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(kSections 8.01(i), (j), (k), (o) and (q), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.. 8.12

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

No Further Negative Pledges. The Each of the Credit Parties will not not, nor will it permit any Consolidated Party to Subsidiary (other than Unrestricted Subsidiaries) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome 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 8.1(cSections 7.1(c), (i) or (j); provided that that, (i) with respect to Indebtedness incurred pursuant to Section 7.1(c), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, therewith and (bii) pursuant with respect to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(fSections 7.1(i) or 8.1(kand (j), any such restriction shall not apply to this Credit Agreement or any other Credit Document, and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction restrictions contained therein relates only to the asset or assets subject to such Permitted Lien, (d) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

No Further Negative Pledges. The Credit Parties Borrower will not not, nor will it permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligations, some other obligation except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to applicable law, (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(c), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (bd) pursuant to any document restrictions on the transfer or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k)pledge of Capital Stock in joint ventures which are otherwise permitted under the terms of this Agreement, (ce) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (f) in connection with any sale or other disposition of property permitted hereunder, any restriction with respect to such property imposed under the agreement or agreements governing such sale or disposition, and (g) 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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Consolidated Graphics Inc /Tx/)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter Enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome 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 (i) Section 8.1(c6.1(d), ; provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewiththerewith and (ii) Sections 6.1(i) and 6.1(j), (b) pursuant but in each case only to any the extent such agreement excepts the Credit Party Obligations from such prohibition or restriction on terms reasonably acceptable to the Administrative Agent; provided, however, to the extent such document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) contains no such prohibition or 8.1(k)restriction, the approval of the Administrative Agent shall not be required, (c) 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, and (d) 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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Henry Jack & Associates Inc)

No Further Negative Pledges. The Credit Parties Except with respect to prohibitions against other encumbrances 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), no member of the Consolidated Group will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationsproperties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to this Credit Agreement and the asset or assets constructed or acquired in connection therewithother Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k)the Indenture, (c) pursuant to the Subordinated Note Agreement, (d) pursuant to the Parent Subordinated Note Agreement, (e) 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, (df) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.58.4(c), pending the consummation of such sale and (eg) pursuant to applicable law and other customary conditions and restrictions any document governing unsecured Indebtedness permitted by Section 8.1(g), provided that any such restriction contained in therein does not prohibit or otherwise restrict the creation or assumption of any agreement, document or instrument relating to Lien required by the formation, operation and regulatory requirements or limitations related to terms of the Insurance SubsidiaryCredit Documents.

Appears in 1 contract

Samples: Credit Agreement (Pca International Inc)

No Further Negative Pledges. The Except as contemplated by the Intercreditor Agreement, the Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law the First Lien Credit Agreement and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryFirst Lien Collateral Documents.

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

No Further Negative Pledges. The Credit Parties will not permit any Consolidated Party to enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligations, whether now owned or hereafter acquired, 105 or requiring the grant of any security for any obligation if such Property is given as security for the Credit Party Obligations, except (a) pursuant to in connection with any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), (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, (dc) pursuant to customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5Permitted Asset Disposition, pending the consummation of such sale and sale, (d) customary non-assignment provisions in contracts, (e) pursuant the documentation governing or evidencing the Subordinated Notes, (f) agreements entered into by to applicable law and other customary conditions and restrictions contained Foreign Subsidiaries or (g) Property consisting of Capital Stock in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance SubsidiaryJoint Ventures.

Appears in 1 contract

Samples: Credit Agreement (Agrilink Foods Inc)

No Further Negative Pledges. The Credit Parties will not not, nor will they permit any Consolidated Party to Subsidiary to, enter into, assume or become subject to any agreement (other than the Indenture, the Adam Xxxxx Xxxd Indenture, the PBBC Bond Indenture or the Crescent Bond Indentures as in effect on the Closing Date) prohibiting or otherwise restricting the existence creation or assumption of any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the Lenders) for the purpose of securing the Credit Party Obligationstheir properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any such obligation if such Property security is given as security for the Credit Party Obligationssome other obligation, except (a) pursuant to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(c6.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 8.1(f) or 8.1(k), therewith and (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 customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 8.5, pending the consummation of such sale and (e) pursuant to applicable law and other customary conditions and restrictions contained in any agreement, document or instrument relating to the formation, operation and regulatory requirements or limitations related to the Insurance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Sleepmaster LLC)

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