NO LIENS; JUDGMENTS Sample Clauses

NO LIENS; JUDGMENTS. No Borrower shall, or shall permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted Liens"): (a) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; (b) Liens in existence on the Closing Date which are listed (and the property subject thereto described) on Schedule B, Part 8.4(b); (c) Purchase Money Liens; (d) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedings; (e) Attachment and judgment Liens, to the extent and for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(j); (f) Liens for Credit Party Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided that an adequate reserve with respect thereto has been established in accordance with GAAP; (g) Deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course of business; (h) Deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (i) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not detrac...
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NO LIENS; JUDGMENTS. No Credit Party shall, or shall permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”): (a) Liens granted by any Credit Party or any Subsidiary of any Credit Party pursuant to any Credit Document; (b) Liens described on Schedule 7.3; (c) Purchase Money Liens securing Indebtedness permitted pursuant to subsection 7.2(a); (d) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers and landlords arising by operation of law not waived in connection herewith, for amounts that are not yet due and payable; (e) Attachment and judgment Liens securing outstanding Liabilities of a Credit Party or a Subsidiary of a which individually or in the aggregate for all such Liens are not in excess of $25,000 for Credit Parties and their respective Subsidiaries combined; (f) Liens for Credit Party Taxes not yet due and payable or which are being diligently contested in good faith by a Credit Party by appropriate proceedings; provided, that, in any such case an adequate reserve is being maintained by the applicable Credit Party for the payment of same; (g) Deposits or pledges of cash or Cash Equivalents to secure obligations arising in the ordinary course of business under workmen’s compensation, social security or similar laws, or under unemployment insurance; (h) Deposits or pledges of cash or cash Equivalents to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business not to exceed an aggregate of $25,000 outstanding at any one time for Credit Parties and their respective Subsidiaries combined; and (i) Easements, rights-of-way, restrictions and other similar encumbrances arising or incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not detract in any material respect from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of any Credit Party or any Subsidi...
NO LIENS; JUDGMENTS. Horizon shall not, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "PERMITTED LIENS"): (i) Liens listed on SCHEDULE 6.5; (ii) liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not yet due and payable or which are being diligently
NO LIENS; JUDGMENTS. Seller shall take all necessary action to promptly discharge any Liens which attach to the Rights or impair payment to Buyer. Seller shall not permit any judgment to exist which attaches to or otherwise impairs the Rights.

Related to NO LIENS; JUDGMENTS

  • No Liens, Etc The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim or restrictions on transferability. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments or Liens for Taxes with respect to the Borrower and no claim is being asserted with respect to the Taxes of the Borrower.

  • No Liens To the knowledge of the Seller, no liens or claims shall have been filed, including liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable.

  • No Liens or Encumbrances Company's title to and ownership of Company-Owned Interconnection Facilities that were designed and constructed by Seller and/or its Contractors shall be free and clear of liens and encumbrances.

  • LIENS; ENCUMBRANCES Borrower acknowledges that, to the extent provided in Section 21, the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a "Lien") on the Mortgaged Property (other than the lien of this Instrument) or on certain ownership interests in Borrower, whether voluntary, involuntary or by operation of law, and whether or not such Lien has priority over the lien of this Instrument, is a "Transfer" which constitutes an Event of Default and subjects Borrower to personal liability under the Note.

  • Liens The Parent Borrower will not, and will not permit any Subsidiary to, (i) create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, or (ii) enter into any arrangement with any Person providing for the leasing by the Parent Borrower or any of its Subsidiaries of real or immovable or personal or movable property that has been or is to be sold or transferred by the Parent Borrower or any of its Subsidiaries to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Parent Borrower or any of its Subsidiaries (any such arrangement, a “Sale-Leaseback Transaction”), except: (a) Permitted Encumbrances; (b) any Lien existing on the date hereof that is, solely in the case of any such Lien securing any Indebtedness for borrowed money that in each case is in a principal amount of US$10,000,000 or more, set forth on Schedule 7.2 hereof, on any property or asset of the Parent Borrower or any Subsidiary; provided that (i) such Lien shall not be amended to apply to any other property or asset of the Parent Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien on any property or asset that is acquired after the date hereof existing prior to the acquisition thereof by the Parent Borrower or any Subsidiary or on any property or asset of any Person that becomes a Subsidiary after the date hereof existing prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Parent Borrower or any other Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens created after the date hereof on property acquired, constructed or improved by the Parent Borrower or any Subsidiary, or Sale-Leaseback Transactions in respect of any property acquired, constructed or improved by or for the Parent Borrower or any Subsidiary; provided that (i) any such Lien and the Indebtedness secured thereby are incurred, or any such Sale-Leaseback Transaction is entered into, prior to or within 120 days (or, in the case of such Sale-Leaseback Transaction, one year) after the later of such acquisition or the completion of such construction or improvement, (ii) any Indebtedness secured by any such Lien does not exceed 100% of the cost of acquiring, constructing or improving such property and (iii) any such Lien or Sale-Leaseback Transaction shall not apply to any other property or assets of the Parent Borrower or any Subsidiary; (e) Liens on accounts receivable and proceeds thereof under or in connection with a securitization of accounts receivable in an aggregate amount as to all such programs of up to US$350,000,000 at any one time outstanding (calculated by reference to the maximum financing amount available for any Special Purpose Subsidiary under each such program); (f) Liens securing Indebtedness of the Parent Borrower to any Subsidiary and of any Subsidiary to the Parent Borrower or any other Subsidiary; (g) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Stock of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement; (h) other Liens or Sale-Leaseback Transactions not otherwise permitted in this Section 7.2 on, or in respect of, any property of the Parent Borrower or any Subsidiary in an aggregate amount not to exceed, as of the date of any incurrence of a Lien or Sale-Leaseback Transaction pursuant to this paragraph (h), 10% of Consolidated Net Tangible Assets (calculated by reference to the amount of the obligations secured by each such Lien or the amount of each such Sale-Leaseback Transaction, as applicable); and (i) any extension, renewal or replacement of the foregoing, provided, however, that the Liens permitted hereunder shall not be extended to cover any additional Indebtedness or property (other than a substitution of like property).

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • No Prior Encumbrances Borrower has good and indefeasible title to the Collateral, free and clear of Liens, except for Permitted Liens.

  • Encumbrances Create, incur, assume or suffer to exist any Lien with respect to any of its property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens.

  • No Lawsuits No suit, action or other proceeding or investigation shall be threatened or pending before or by any Court or Government concerning this Agreement or the consummation of the transactions contemplated hereby. No Government shall have threatened or directed any request for information concerning this Agreement, the transactions contemplated hereby or the consequences or implications of such transactions to Buyer, to Seller, or to any officer, director, employee or agent of it.

  • Security Interests No party to this Escrow Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Escrow Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.

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