Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”): (i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted; (ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4; (iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliates; (iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition; (v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default; (vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries; (vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases; (ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and (x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien. (b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 2 contracts
Samples: Credit and Security Agreement (Christopher & Banks Corp), Credit and Security Agreement (Christopher & Banks Corp)
Permitted Liens; Financing Statements. (a) The No Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the any Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4this Agreement;
(iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Liens securing repayment of any Subordinated Debt;
(v) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the any Borrower not exceeding the lesser of cost or fair market value thereof not exceeding $100,000 for any one purchase and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;; and
(vi) Liens on property in respect of judgments or assets acquired pursuant to awards for which appeals or proceedings for review are being prosecuted and in respect of which a permitted acquisition under Section 6.17 stay of execution upon any such appeal or proceeding for review shall have been secured, provided that (i) such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which Person shall have established adequate reserves have been established for such judgments or awards in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedingssuch judgments or awards shall be fully insured (subject to deductibles) and the insurer shall not have denied coverage, which proceedings or (iii) such judgments or awards shall have been bonded to the effect of preventing the forfeiture or sale satisfaction of the property or assets subject to any such LienLender.
(b) The No Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 2 contracts
Samples: Credit and Security Agreement (Global Employment Holdings, Inc.), Credit and Security Agreement (Global Employment Holdings, Inc.)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtednessIndebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 6.4 hereto, securing indebtedness Indebtedness for borrowed money permitted under Section 6.46.5;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition liens of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgagescarriers, pledgeswarehousemen, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxxmechanics, Xxxxxxxxmaterialmen, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheldvendors, and provided that there is landlords and other similar liens imposed by law incurred in the ordinary course of business for sums not an Event of Default;
(vi) Liens on property overdue or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP;
(v) deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course business;
(vi) banker’s liens and similar liens (including set-off rights) in respect of bank deposits;
(vii) purchase money Liens incurred in connection with Capital Expenditures otherwise permitted pursuant to this Agreement; provided that such Liens attach only to the Equipment acquired thereby;
(viii) Liens incurred in connection with extensions, renewals or refinancings of the indebtedness secured by Liens of the type described above; and
(xix) Liens incurred in respect of property or assets of any Borrower imposed by lawconnection with leases, which were incurred subleases, licenses and sublicenses granted, in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmenBorrower’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do to Persons not interfering in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of material respect with the business of Borrower and its Subsidiaries and any interest or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect title of preventing the forfeiture a lessee or sale of the property or assets subject to licensee under any such Lienlease, sublease, license or sublicense.
(b) The Borrower will not amend any financing statements in favor of the Lender Bank except as permitted by law. Any authorization by the Lender Bank to any Person to amend financing statements in favor of the Lender Bank shall be in writing.
Appears in 2 contracts
Samples: Ex Im Credit Agreement (Landec Corp \Ca\), Credit Agreement (Landec Corp \Ca\)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assetsthe Collateral, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “"Permitted Lien”"; collectively, “"Permitted Liens”"):
(i) In the case of any of the Borrower’s property which is not Collateral, covenantsCovenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) Warehousemen’s, mechanics’, carriers’ and other similar Liens arising by operation of law in the ordinary course of the Borrower’s business with respect to amounts owed by the Borrower which are not past due or delinquent;
(iv) Liens for state or local taxes which have not been recorded/filed with the applicable secretary of state and which are not delinquent or which are being diligently contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the books of the Borrower;
(v) Deposits or pledges to secure surety or appeal bonds, obligations under workers’ compensation, social security or similar laws and other statutory obligations, or under unemployment insurance in the ordinary course of business;
(vi) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliates;Documents; and
(ivvii) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof thereof, not exceeding Twenty-Five Thousand ($25,000.00) Dollars for any one purchase or Fifty Thousand ($50,000.00) Dollars in the aggregate during any fiscal year, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by lawlaw or authorized by the Lender. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 2 contracts
Samples: Credit and Security Agreement (CPS Technologies Corp/De/), Credit and Security Agreement (CPS Technologies Corp/De/)
Permitted Liens; Financing Statements. (a) The Borrower Loan Parties will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “"Permitted Lien”"; collectively, “"Permitted Liens”"):
(i) In the case of any of the Borrower’s property which is not CollateralMortgaged Property, covenants, restrictions, rights, easements and minor irregularities in title reflected on Schedule B to a title policy covering such Mortgaged Property and acceptable to Lender and which do not materially interfere with the Borrower’s Loan Party's business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof not exceeding $100,000 for any one purchase or $200,000 in the aggregate during any fiscal year, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgagesStatutory Liens of landlords and Liens of carriers, pledgeswarehousemen, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxxbailees, Xxxxxxxxmechanics, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, materialmen and provided that there is not an Event of Default;
(vi) other like Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred created in the ordinary course of business and do securing amounts not secure Indebtedness for borrowed moneyyet due (or which are being contested in good faith, by appropriate proceedings or other appropriate actions which are sufficient to prevent imminent foreclosure of such as carriers’Liens), warehousemen’sand with respect to which adequate reserves or other appropriate provisions are being maintained by the Loan parties in accordance with GAAP; provided, materialmen’s that Loan Parties shall immediately pay and mechanics’ liens satisfy such Lien in the event there is any risk of forfeiture of any Collateral but may after paying and other similar Liens arising satisfying such Lien continue to prosecute any contest relating thereto;
(vi) Deposits made in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value business of any Loan Party (including, without limitation, security deposits of Borrower’s property leases, indemnity bonds, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or assets to secure the performance of tenders, bids, contracts (other than for the repayment or materially impair the use thereof guarantee of borrowed money or purchase money obligations), statutory obligations and other similar obligations arising as a result of progress payments under government contracts, in the operation of the business of Borrower an aggregate amount not to exceed $50,000;
(vii) Liens for taxes not yet due and payable or (ii) which are for taxes being contested in good faith by appropriate proceedingsproceedings which are sufficient to prevent imminent foreclosure of such Liens; provided, which proceedings have that Borrower shall immediately pay and satisfy such Lien in the effect event there is any risk of preventing forfeiture of any Collateral but may after paying and satisfying such Lien continue to prosecute any contest relating thereto; and
(viii) Statutory, common law or contractual rights of set-off or Liens on money coming into possession of any depository or other financial institution in the forfeiture or sale ordinary course of the property or assets subject to any such Lienbusiness.
(b) The Borrower Loan Parties will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliates;Documents.
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition liens of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgagescarriers, pledgeswarehousemen, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxxmechanics, Xxxxxxxxmaterialmen, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheldvendors, and provided that there is landlords and other similar liens imposed by law incurred in the ordinary course of business for sums not an Event of Default;
(vi) Liens on property overdue or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP;
(v) deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrower money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course business;
(vi) banker’s liens and similar liens (including set-off rights) in respect of bank deposits;
(vii) purchase money Liens incurred in connection with Capital Expenditures otherwise permitted pursuant to this Agreement; provided that such Liens attach only to the Equipment acquired thereby; and
(xviii) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed moneyconnection with extensions, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property renewals or assets or materially impair the use thereof in the operation refinancings of the business of Borrower or (ii) which are being contested in good faith indebtedness secured by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale Liens of the property or assets subject to any such Lientype described above.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “"Permitted Liens”"):
(i) In in the case of any of the Borrower’s 's property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s 's business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests Liens in that certain real property located favor of financial institutions arising in connection with the Borrower's deposit accounts held at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;such institutions; and
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxesmaterialmen, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’mechanics, warehousemen’s, materialmen’s and mechanics’ liens and carriers, artisans or other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property 's business or assets or materially impair the use thereof in the by operation of the business of Borrower law, which are not past due or (ii) which are being contested in good faith by appropriate proceedings, proceedings and for which proceedings reserves satisfactory to the Lender in its sole discretion have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lienbeen established.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which that is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which that do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens a first priority security interest and lien in existence on the date hereof LOC Collateral (other than the FF&E Reserve and listed Tax Escrows) in Schedule 6.3 hereto, favor of the LOC Lender securing indebtedness for borrowed money permitted under Section 6.4the LOC;
(iii) The Security Interest a subordinate security interest and Liens created by lien in all other assets of the Security Documents and other liens Borrower in favor of the LOC Lender or securing the Lender’s affiliatesLOC and which shall be subject to the provisions of the Intercreditor Agreement;
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery security interest and equipment of liens created by the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;Loan Documents; and
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;
(vi) , Mechanics Liens on property or assets acquired pursuant subject to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of bona fide dispute for which the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as has caused a matter of law bond to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant be posted satisfactory to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such LienLender.
(b) The Borrower will not amend any financing statements Financing Statements in favor of the Lender except as permitted by lawLender. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
(c) Notwithstanding anything contained in this Agreement to the contrary, the Borrower will not create, incur or suffer to exist any Lien upon any of its titled vehicles and any Rolling Stock.
Appears in 1 contract
Samples: Loan and Security Agreement (REX AMERICAN RESOURCES Corp)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In the case of any of the Borrower’s property which is not Collateral, real estate restrictive covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) any Lien created by, or arising under any statute or regulation or common law (in contrast with Liens voluntarily granted) in connection with, without limiting the foregoing, workers’ compensation, employment and unemployment insurance, old age pension, employers’ health tax, vacation pay or other social security or statutory obligations that secure amounts that are not yet due or which are being contested in good faith by proper proceedings diligently pursued and as to which adequate reserves have been established on the Borrower’s books and records and a stay of enforcement of the Lien is in effect;
(iii) the reservations, limitations, provisos and conditions, if any, expressed in any original grants from the Crown;
(iv) Liens in existence on the date hereof and listed in Schedule 6.3 6.2 hereto, securing indebtedness for borrowed money permitted under Section 6.4this Agreement (or replacements or refinancings thereof covering no more than the same property);
(iiiv) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliates;Documents; and
(ivvi) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower or any Subsidiary not exceeding the lesser of cost or fair market value thereof thereof, not exceeding US$250,000 for any one purchase or US$500,000 in the aggregate during any fiscal year, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages. provided that the foregoing list of Permitted Liens is not intended to, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent and shall not be unreasonably withheldconstrued as, and provided that there is not subordinating or postponing, or as an Event of Default;
(vi) Liens on property agreement to subordinate or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to postpone, any other asset Lien of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and Lender created by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject this Agreement to any such Permitted Lien.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by lawApplicable Law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Samples: Credit and Security Agreement (Delphax Technologies Inc)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which is not Collateralproperty, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conductedconducted or its ownership of such property;
(ii) statutory Liens of mechanics, materialmen or suppliers incurred in the ordinary course of the Borrower’s business consistent with past practices and securing amounts not yet due or declared to be due by the claimant thereunder;
(iii) Material Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iiiiv) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(ivv) Purchase purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and thereof, not exceeding $250,000 in the aggregate during any fiscal year, so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;; and
(vi) Liens on property or assets acquired pursuant any Lien related to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation taxes of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant up to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred $50,000 in the ordinary course of business aggregate, if such taxes are not then due and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lienpayable.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will Loan Parties shall not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtednessIndebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In the case of any of Security Interest and Liens created by the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conductedSecurity Documents;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 6.2 hereto, securing indebtedness Indebtedness for borrowed money permitted under Section 6.46.3, in each case including replacement Liens on the property currently subject to such Liens;
(iii) The Security Interest purchase money Liens relating to the acquisition of Equipment of any Loan Party and Liens created by securing Capital Leases, to the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesextent permitted pursuant to Section 6.3(c);
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for securing the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxesTaxes, fees, assessments or other governmental charges which are either not delinquent or levies not yet due remain payable without penalty or Liens for taxes, assessments or governmental charges or levies which are being contested in good faith and by appropriate proceedings diligently pursued, and for which adequate reserves have been established in accordance with GAAP are being maintained, if appropriate under GAAP; and;
(xv) Liens rights of way, zoning, building codes, covenants, restrictions, rights, easements and minor defects or other irregularities in respect of property or assets of any Borrower imposed by law, title incurred which were incurred in the ordinary course of business and do not secure Indebtedness materially impair the use of such real property for borrowed money, such as its intended purposes or the value thereof; -45-
(vi) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s and mechanics’ liens and or other similar Liens arising by operation of law in the ordinary course Ordinary Course of business, and Business which are not past due for more than thirty (i30) which do not in the aggregate materially detract from the value of any of Borrower’s property days or assets remain payable without penalty or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith and by appropriate proceedingsproceedings diligently pursued, and for which adequate reserves in accordance with GAAP are being maintained (if so required);
(vii) Liens consisting of pledges or deposits (including any cash collateral) required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance, social security legislation and other similar laws, or to secure indemnity, the performance of bids, tenders, statutory obligations, obligations in favor of utility companies, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds, tenders, contracts, indemnity performance and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;
(viii) licenses and sublicenses granted by the Loan Parties and leases or subleases (by the Loan Parties as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect the conduct of the business of the Loan Parties, taken as a whole;
(ix) Liens arising from the filing of UCC financing statements solely as a precautionary measure in connection with operating leases and leased equipment, which proceedings have UCC financing statements shall list only the effect relevant leased equipment;
(x) Liens arising out of preventing the forfeiture conditional sale, title retention, consignment or sale similar arrangements for sales of goods (including Article 2 of the UCC) and Liens that are contractual rights of set-off relating to purchase orders and other similar agreements, in each case entered into by such Loan Party in the Ordinary Course of Business;
(xi) Liens in favor of collecting banks under Section 4-208 or Section 4-210 of the UCC on items in the course of collection, and right of set-off or banker’s liens imposed by law upon deposits or cash in favor of a bank or other depository institution, solely incurred in connection with the maintenance of such deposits (including overdraft protection and other similar services in connection therewith) in the Ordinary Course of Business in deposit accounts permitted under the Loan Documents maintained with such bank or depositary institution;
(xii) Liens on insurance policies and the proceeds thereof securing solely the financed premiums with respect thereto incurred in the Ordinary Course of Business;
(xiii) any interest or title of a lessor under any operating lease;
(xiv) Liens consisting of judgment, decrees or judicial attachment liens to the extent not constituting an Event of Default;
(xv) Liens solely on xxxx xxxxxxx deposits made by the Loan Parties in connection with any letter of intent or purchase agreement for a Permitted Acquisition;
(xvi) Liens existing on any property or asset prior to the Permitted Acquisition thereof by any Loan Party or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Xxxxx becomes a Subsidiary; provided that (x) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or such Person becoming a Subsidiary, as the case may be, (y) such Lien shall not apply to any other property or assets subject of any Loan Party and (z) such Lien shall secure only those obligations that it secures on the date of such Permitted 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; and
(xvii) Liens securing obligations in an aggregate amount not to exceed at any such Lienone time $250,000.
(b) The Borrower will Loan Parties shall not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will not, and will cause each Subsidiary not to, create, incur or suffer to exist any Lien upon or of any of its or their assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which is not Collateralor any Subsidiary’s property, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s or such Subsidiary’s business or operations as presently conductedconducted or its ownership of such property;
(ii) statutory Liens of mechanics, materialmen or suppliers incurred in the ordinary course of the Borrower’s or a Subsidiary’s business consistent with past practices and securing amounts not yet due or declared to be due by the claimant thereunder;
(iii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iiiiv) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(ivv) Purchase purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of by the Borrower or a Subsidiary not exceeding the lesser of cost or fair market value thereof and thereof, not exceeding $500,000 in the aggregate during any fiscal year, so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;; and
(vi) Liens on property or assets acquired pursuant any Lien related to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation taxes of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant up to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred $500,000 in the ordinary course of business aggregate, if such taxes are not then due and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lienpayable.
(b) The Borrower will not, and will cause each Subsidiary not to, amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.”
14. Section 6.4 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition liens of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgagescarriers, pledgeswarehousemen, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxxmechanics, Xxxxxxxxmaterialmen, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheldvendors, and provided that there is landlords and other similar liens imposed by law incurred in the ordinary course of business for sums not an Event of Default;
(vi) Liens on property overdue or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP;
(v) deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrower money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course business;
(vi) banker’s liens and similar liens (including set-off rights) in respect of bank deposits;
(vii) purchase money Liens incurred in connection with Capital Expenditures otherwise permitted pursuant to this Agreement; provided that such Liens attach only to the Equipment acquired thereby; and
(xviii) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed moneyconnection with extensions, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property renewals or assets or materially impair the use thereof in the operation refinancings of the business of Borrower or (ii) which are being contested in good faith indebtedness secured by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale Liens of the property or assets subject to any such Lientype described above.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which that is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which that do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens a first priority security interest and Lien in existence on the date hereof and listed LOC Collateral in Schedule 6.3 hereto, favor of the LOC Lender securing indebtedness for borrowed money permitted under Section 6.4the LOC;
(iii) The Security Interest a subordinate security interest and Lien in all other assets of the Borrower in favor of the LOC Lender securing the LOC and which shall be subject to the provisions of the Intercreditor Agreement;
(iv) the security interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliates;
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisitionLoan Documents;
(v) mortgages, pledges, liens or security interests the Subordinate Loan Documents in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, providedfavor of the Subordinate Lender but subject, however, that Borrower shall have obtained to the prior written consent of Lender, which consent shall not be unreasonably withheld, Subordination and Standstill Agreement; and
(vi) provided that there is not an Event of Default;
(vi) , Mechanic’s Liens on property or assets acquired pursuant subject to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of bona fide dispute for which the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as has caused a matter of law bond to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant be posted satisfactory to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such LienLender.
(b) The Borrower will not amend any financing statements Financing Statements in favor of the Lender except as permitted by lawLender. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
(c) Notwithstanding anything contained in this Agreement to the contrary, the Borrower will not create, incur or suffer to exist any Lien upon any of its titled vehicles and any Rolling Stock.
Appears in 1 contract
Samples: Loan and Security Agreement (Millennium Ethanol, LLC)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “"Permitted Liens”"):
(i) In in the case of any of the Borrower’s 's property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s 's business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof thereof, not exceeding $100,000 for any one purchase or $500,000 in the aggregate during any fiscal year, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgagesdeposits or pledges of cash to secure obligations under worker's compensation, pledgessocial security or similar laws, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Defaultunder unemployment insurance;
(vi) Liens on property deposits or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset pledges of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law cash to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements bids, tenders, statutory obligations, surety and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens appeal bonds and other similar Liens obligations of like nature arising in the ordinary course of the Borrower's business;
(vii) mechanics', and (i) which do not workers', materialmens' or other like liens arising in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation ordinary course of the Borrower's business of Borrower with respect to obligations which are not due or (ii) which are being contested in good faith by appropriate proceedingsthe Borrower; and
(viii) present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, which proceedings have the effect use or enjoyment of preventing the forfeiture or sale of the property or assets subject to any such Lienreal property.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Samples: Credit and Security Agreement (Dynamic Materials Corp)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens Any financing statement filed to protect a lessor’s interest in leased assets pursuant to an Equipment Lease so long as such financing statement in no way reflects a security interest or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;lien against any assets or Borrower; and
(vi) Liens on property any certificates of deposit or assets acquired pursuant other cash collateral pledged to a permitted acquisition lessor under Section 6.17 provided that an Equipment Lease so long as such Liens do not attach pledge has been disclosed to any other asset of the Borrower or any of Lender prior to its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lieneffectiveness.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien (other than Liens in connection with the Existing Credit Facility, which Liens shall be terminated promptly upon the repayment of the Existing Credit Facility with the proceeds of the Term Advance and those advances made pursuant to the Xxxxx Fargo Credit Facility) or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase money Liens relating in favor of Xxxxx Fargo that are subject to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment terms of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisitionIntercreditor Agreement;
(v) mortgages, pledges, liens or Purchase money security interests in that certain real for pre-existing financed personal property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent and leases of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Defaultequipment;
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of The Carveout (as defined in the Borrower or any of its Subsidiaries;Final Financing Order); and
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection indebtedness permitted by Section 6.4(b) but solely with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant respect to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lienpremiums so financed.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien (other than Liens in connection with the Existing Credit Facility, which Liens shall be terminated promptly upon the repayment of the Existing Credit Facility with the proceeds of the initial Advances and the Xxxxxx Xxxxxxxx Term Loan) upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase money Liens relating in favor of Xxxxxx Xxxxxxxx that are subject to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment terms of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisitionIntercreditor Agreement;
(v) mortgages, pledges, liens or Purchase money security interests in that certain real for pre-existing financed personal property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent and leases of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Defaultequipment;
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of The Carveout (as defined in the Borrower or any of its Subsidiaries;Final Financing Order); and
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection indebtedness permitted by Section 6.4(b) but solely with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant respect to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lienpremiums so financed.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower Neither the Borrower, any of its Subsidiaries, nor any of their ERISA Affiliates will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof thereof, not exceeding $50,000.00 for any one purchase or $200,000.00 in the aggregate for the Borrower and its Subsidiaries during any fiscal year, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens Liens related to precautionary financing statements filed by customers of Borrower or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheldits Subsidiaries describing only materials sold to, and provided that there is not an Event of Defaultpaid for in full by, such customers;
(vi) Liens on property arising solely by virtue of any statutory or assets acquired pursuant common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiariescreditor depository institution;
(vii) Liens imposed by law, such as landlord, carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in favor the ordinary course of customs and revenue authorities arising as a matter of law to business that secure payment of customs duties obligations not more than 60 days past due or that are being contested in connection with the importation of goodsgood faith by appropriate proceedings and for which adequate reserves have been set aside on its books;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies on its property if the same are not yet due at the time delinquent or Liens for taxesthereafter can be paid without penalty, assessments or governmental charges or levies are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAPGAAP have been set aside on its book; and
(xix) Liens in respect of property or assets of any Borrower imposed by lawattachments, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed moneyappeal bonds, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens judgments and other similar Liens Liens, for sums not exceeding $1,000,000.00 arising in connection with court proceedings, provided the ordinary course execution or other enforcement of business, such Liens is effectively stayed and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which claims secured thereby are being actively contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The Borrower Neither the Borrower, any of its Subsidiaries, nor any of their ERISA Affiliates will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “"Permitted Liens”"):
(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s 's business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof thereof, not exceeding $50,000.00 for any one purchase or $200,000.00 in the aggregate for the Borrower and its Subsidiaries during any fiscal year, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens Liens related to precautionary financing statements filed by customers of Borrower or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheldits Subsidiaries describing only materials sold to, and provided that there is not an Event of Defaultpaid for in full by, such customers;
(vi) Liens on property arising solely by virtue of any statutory or assets acquired pursuant common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiariescreditor depository institution;
(vii) Liens imposed by law, such as landlord, carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business that secure payment of obligations not more than 60 days past due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on its books;
(viii) Liens for taxes, assessments or governmental charges or levies on its property if the same are not at the time delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on its book;
(ix) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000.00 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(x) Liens on deposits to secure and Borrower’s and its Subsidiaries’ obligations in connection with worker’s compensation, unemployment insurance, old age pensions, or other social security or retirement benefits;
(xi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viiixii) Liens encumbering leasehold improvements securing the Indebtedness permitted by Section 6.4(i), so long as such Liens are subject to the terms and fixtures granted in favor conditions of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAPthe Intercreditor Agreement; and
(xxiii) Liens in respect of property or assets of any Borrower imposed not otherwise permitted by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such this section so long as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and neither (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation outstanding principal amount of the business of Borrower or obligations secured thereby nor (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale aggregate fair market value (determined as of the property or date such Lien is incurred) of the assets subject to thereto exceeds $250,000.00 at any such Lienone time.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The No Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excludingEXCLUDING, howeverHOWEVER, from the operation of the foregoing, the following (each a “"Permitted Lien”; ;" collectively, “"Permitted Liens”"):
(i) In the case of any of the a Borrower’s 's property which that is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which that do not materially interfere with the such Borrower’s 's business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule SCHEDULE 6.3 hereto, securing indebtedness for borrowed money permitted under Section SECTION 6.4;
(iii) A Lien in favor of Texas State Bank encumbering the Real Estate, securing the indebtedness permitted under SECTION 6.4(C); PROVIDED, HOWEVER, Texas State Bank has signed a mortgagee's disclaimer in favor of the Lender satisfactory to the Lender in its sole discretion; and upon grant by the Borrower of such Lien, the Lender agrees to subordinate or release its Lien in the Real Estate;
(iv) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliates;Documents; and
(ivv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the a Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien.
(b) The No Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Samples: Credit and Security Agreement (Allis Chalmers Corp)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4this Agreement;
(iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof thereof, not exceeding $25,000 for any one purchase or $200,000 in the aggregate during any fiscal year, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;; and
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising the Subordinated Creditors so long as a matter of law such Liens are subordinated to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant the Lender on terms satisfactory to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such LienLender.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Samples: Credit and Security Agreement (Newtek Business Services Inc)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The Security Interest and Liens created by the Security Documents and or other liens existing on the date hereof in favor of the Lender or the Lender’s affiliates;
(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower or any of its Subsidiaries not exceeding the lesser of cost or fair market value thereof not exceeding $2,000,000 in the aggregate during any fiscal year, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments assessments, or other governmental charges which are not delinquent or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedingsand for which adequate reserves have been established;
(vi) Liens of mechanics, which proceedings have materialmen, warehousemen, carriers, landlords or other similar statutory Liens securing obligations that are not yet due and are incurred in the effect ordinary course of preventing business;
(vii) Liens resulting from good faith deposits to secure payments of workmen’s compensation or other social security programs or to secure the forfeiture performance of tenders, statutory obligations, surety and appeal bonds, bids, or sale contracts (other than for payment of Debt), or leases made in the property or assets subject to any such Lienordinary course of business; and
(viii) Licenses for Intellectual Property Rights in the ordinary course of business.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writingwriting except as permitted by the preceding sentence.
Appears in 1 contract
Samples: Credit and Security Agreement (Rf Monolithics Inc /De/)
Permitted Liens; Financing Statements. (a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excludingEXCLUDING, howeverHOWEVER, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “"Permitted Liens”"):
(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s 's business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition or lease of vehicles, machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof thereof, in the ordinary course of business, and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;
(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments assessments, or other governmental charges which are not delinquent or levies not yet due or Liens for taxes, assessments or governmental charges or levies which are being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and;
(xvi) Liens in respect liens of property mechanics, materialmen, warehousemen, carriers or assets of any Borrower imposed by law, which were other similar statutory liens securing obligations that are not yet due and are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in business; and
(vii) the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such LienDallas Premises.
(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Samples: Credit and Security Agreement (Metretek Technologies Inc)
Permitted Liens; Financing Statements. (a) The Borrower None of the Obligors will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the BorrowerObligor’s property which is not Collateralreal property, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrowersuch Obligor’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money Debt permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase purchase money Liens on machinery or equipment of any Obligor relating to indebtedness or capitalized lease obligations for the acquisition thereof, provided that: (x) the amount of machinery and equipment of the Borrower such Liens shall not exceeding exceed the lesser of cost or fair market value thereof of the related machinery or equipment; (y) the amount of such acquisitions shall not exceed $10,000 for any one purchase or $50,000 in the aggregate for all Obligors during any fiscal year; and so long as (z) no Default Period is then in existence and none at the time of, or would exist immediately after after, any such acquisition;; and
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, Liens securing the GE Debt; provided, howeverthat, that Borrower shall have obtained all of such Liens are created and perfected after the prior written consent creation and perfection of the Lender, which consent shall not be unreasonably withheld, ’s Lien hereunder and provided that there is not an Event of Default;
(vi) Liens on property or assets acquired pursuant are subject to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such LienSubordination Agreement.
(b) The Borrower None of the Obligors will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.
Appears in 1 contract
Permitted Liens; Financing Statements. (a) The No Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):
(i) In in the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the any Borrower’s business or operations as presently conducted;
(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;
(iii) The the Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliatesDocuments;
(iv) Purchase Liens securing repayment of the Secured Subordinated Debt;
(v) purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower any Borrowers not exceeding the lesser of cost or fair market value thereof not exceeding $50,000 for any one purchase and so long as no Default Period is then in existence and none would exist immediately after such acquisition;
(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;; and
(vi) Liens on property in respect of judgments or assets acquired pursuant to awards for which appeals or proceedings for review are being prosecuted and in respect of which a permitted acquisition under Section 6.17 stay of execution upon any such appeal or proceeding for review shall have been secured, provided that (i) such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;
(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;
(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which Person shall have established adequate reserves have been established for such judgments or awards in accordance with GAAP; and
(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture such judgments or sale of the property or assets awards shall be fully insured (subject to any deductibles) and the insurer shall not have denied coverage, or (iii) such Lienjudgments or awards shall have been bonded to the satisfaction of Lender.
(b) The No Borrower will not amend any financing statements in favor of the Lender except as permitted by law.”
11. Any authorization by the Lender to any Person to amend financing statements in favor Section 6.5 of the Lender shall be Credit Agreement is hereby amended and restated to read in writing.its entirety as follows:
Appears in 1 contract
Samples: Credit and Security Agreement (Global Employment Holdings, Inc.)
