Common use of No Negative Pledges Clause in Contracts

No Negative Pledges. 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 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 Agent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to Sections 6.1(h) and 6.1(i) 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.)

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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 such Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the a 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 debtof its Subsidiaries. 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 Agent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to Sections 6.1(hsubsections 5.1(h) and 6.1(i(i) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens. (b) No Borrower shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) unless such Stock and Stock Equivalents are pledged to the Agent, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Borrowers are pledged to the Agent as of the Closing Date.

Appears in 2 contracts

Samples: Credit Agreement (Cryolife Inc), Credit Agreement (Cryolife Inc)

No Negative Pledges. 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 to any 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, in each case except other than pursuant to this Agreement as in effect on (i) the Closing Date and Senior Notes Documents or (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 debtany 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 Agent, whether now owned or hereafter acquired except in connection with any document or instrument governing (i) Liens permitted pursuant to Sections 6.1(hSection 5.1(h), 5.1(i), 5.1(p) and 6.1(ior, 5.1(r) 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.)

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 (other than the Borrower) or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock Equity Interests or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party, in each case Party except (i) pursuant to this Agreement as in effect on the Closing Date and Loan Documents, (ii) required by any applicable Requirements of Law, (iii) [reserved] or (iv) with respect to the extent no more restriction than those contained in this Agreement, so long as not more restriction than this Agreement with regarding any Property subject to pari passu Indebtedness and not restricted Subordinated Indebtedness with all other debt. a Permitted Lien. (b) 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 Administrative Agent, whether now owned or hereafter acquired acquired, except (1) in connection with any document or instrument governing Liens permitted pursuant to Sections 6.1(hsubsections 5.1(i) and 6.1(i) 5.1(j), provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Permitted Liens.,

Appears in 1 contract

Samples: Credit Agreement (SelectQuote, Inc.)

No Negative Pledges. 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 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 the Collateral in favor of Agent, whether now owned or hereafter acquired except acquired; provided, however that this Section 6.12 shall not apply to any restrictions or conditions imposed by law or by any Loan Document and shall not prohibit (a) any negative pledge incurred or provided in connection with favor of any document holder of Indebtedness permitted under Section 6.1(c) or instrument governing Liens permitted pursuant to Sections 6.1(h(g) and 6.1(i) provided that any such restriction contained therein relates only 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)

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No Negative Pledges. 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 or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party, other than as set forth in each case except pursuant to this Agreement as or the other Loan Documents and except for customary restrictions and conditions contained in effect on the Closing Date and (ii) any agreement relating 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 debtsale of any Property permitted under Section 5.2 pending the consummation of such sale. 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 an Agent, whether now owned or hereafter acquired except (a) in connection with any document or instrument governing Liens permitted pursuant to Sections 6.1(hsubsections 5.1(h), 5.1(i) and 6.1(i5.1(w) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens, (b) with respect to operating leases and other third-party contracts, customary limitations on the ability of a party thereto to assign its interests in the underlying contract without the consent of the other party thereto (provided nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract) and (c) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 5.2 pending the consummation of such sale.

Appears in 1 contract

Samples: Credit Agreement (Thermon Holding Corp.)

No Negative Pledges. No Credit Party Person composing the Borrower shall, and no Credit Party Person composing the Borrower 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 or to pay fees, including management fees, 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 other than any such restriction than those or encumbrance 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 Person composing the Borrower shall, and no Credit Party Person composing the Borrower 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 Administrative Agent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to Sections 6.1(h) and 6.1(i) provided Section 5.1(h); provided, in each case, that any such restriction contained therein relates only to the asset or assets subject to such permitted LiensPermitted Lien.

Appears in 1 contract

Samples: Credit Agreement (FTE Networks, Inc.)

No Negative Pledges. 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 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 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 Agent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to Sections 6.1(h) and 6.1(i) 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.)

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