Common use of No Negative Pledges Clause in Contracts

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Trustee, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(k) and 5.1(l) provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens.

Appears in 3 contracts

Samples: Credit Agreement (Entravision Communications Corp), Credit Agreement (Entravision Communications Corp), Credit Agreement (Entravision Communications Corp)

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No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party, in each case except pursuant to this Agreement as in effect on the Closing Date and (ii) to the extent no more restriction than those contained in this Agreement, so long as not more restriction than this Agreement with regarding to pari passu Indebtedness and not restricted Subordinated Indebtedness with all other debt. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral TrusteeAgent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(kSections 6.1(h) and 5.1(l6.1(i) provided, provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens.

Appears in 3 contracts

Samples: Credit Agreement (Rimini Street, Inc.), Credit Agreement (Rimini Street, Inc.), Credit Agreement (Rimini Street, Inc.)

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Capital Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets the Collateral in favor of the Collateral TrusteeAgent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(k) and 5.1(l) acquired; provided, however that this Section 6.12 shall not apply to any such restriction contained therein relates only restrictions or conditions imposed by law or by any Loan Document and shall not prohibit (a) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 6.1(c) or (g) solely to the asset extent such negative pledge relates to the property financed by or assets the subject of such Indebtedness, (b) customary restrictions and conditions contained in any agreement relating to the sale of any property or Capital Stock permitted under Section 6.4 or 6.9 pending the consummation of such permitted Lienssale, or (c) customary provisions in leases restricting the assignment thereof.

Appears in 1 contract

Samples: Financing Agreement (Titanium Metals Corp)

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of to any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) Credit Party or to pay fees, including management fees, to any Credit Party or make other payments and distributions to the Borrower or any other Credit Party, other than pursuant to (i) the Senior Notes Documents or (ii) any AB Receivables Financing. No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral TrusteeAgent, whether now owned or hereafter acquired except in connection with any document or instrument governing (i) Liens permitted pursuant to subsections 5.1(kSection 5.1(h), 5.1(i), 5.1(p) and 5.1(lor, 5.1(r) provided, or 5.1(s) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, the Constellium Secured Notes Documents, or the Other Debt Documents or (ii) intercompany Subordinated Indebtedness permitted pursuant to Section 5.5.

Appears in 1 contract

Samples: Credit Agreement (Constellium N.V.)

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No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party, in each case except pursuant to this Agreement as in effect on the Restatement Date and (ii) to the extent no more restriction than those contained in this Agreement, so long as not more restriction than this Agreement with regarding to pari passu Indebtedness and not restricted Subordinated Indebtedness with all other debt. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral TrusteeAgent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(kSections 6.1(h) and 5.1(l6.1(i) provided, provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens.

Appears in 1 contract

Samples: Credit Agreement (Rimini Street, Inc.)

No Negative Pledges. (a) No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Restricted Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Restricted Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit PartyParty except pursuant to any document or instrument governing Indebtedness permitted pursuant to subsections 5.5(c), 5.5(f), 5.5(h), 5.5(k) and 5.5(m) (in each case that do not impair in any material respect, the Credit Parties’ ability to satisfy the Obligations (as determined by the Borrower in good faith). No Credit Party shall, and no Credit Party shall permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral TrusteeAgent for the benefit of the Secured Parties, whether now owned or hereafter acquired except (i) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(k5.1(a), 5.1(h), 5.1(l), 5.1(o), 5.1(p) and 5.1(l) provided5.1(v), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted LiensLiens or (ii) contained in any agreement entered into in connection with a Permitted Acquisition.

Appears in 1 contract

Samples: Credit Agreement (Axiall Corp/De/)

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