Common use of Prohibition on Liens Clause in Contracts

Prohibition on Liens. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens described in Schedule 7.2 annexed hereto; (iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases and any other title retention or deferred purchase devices) in tangible personal property of Company or any of its Subsidiaries existing or created at the time of acquisition thereof or within 30 days thereafter, and the renewal, extension and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that such Indebtedness is permitted by subsection 7.1(iv) hereof; (iv) Other Liens on assets of Company and its Subsidiaries securing Indebtedness in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (v) Liens granted pursuant to the Collateral Documents. Notwithstanding the foregoing, prior to the Union Merger Date, Merger Sub may directly or indirectly sell, assign, pledge or encumber any shares of Union Common Stock owned by it for cash and for fair market value so long as the proceeds thereof are held as Cash or Cash Equivalents.

Prohibition on Liens. Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens described in Schedule 7.2 annexed hereto; (iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases and any other title retention or deferred purchase devices) in tangible personal property of Company or any of its Subsidiaries existing or created at the time of acquisition thereof or within 30 days thereafter, and the renewal, extension and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that such Indebtedness is permitted by subsection 7.1(iv) hereof; (iv) Other Liens on assets of Company and its Subsidiaries securing Indebtedness in an aggregate amount not to exceed $5,000,000 2,000,000 at any time outstanding; and (v) Liens granted pursuant to the Collateral Documents. Notwithstanding the foregoing, prior to the Union Merger Date, Merger Sub may directly or indirectly sell, assign, pledge or encumber any shares of Union Common Stock owned by it for cash and for fair market value so long as the proceeds thereof are held as Cash or Cash Equivalents.

Prohibition on Liens. Each of Holdings and Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens described in Schedule 7.2 annexed hereto; (iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases and any other title retention or deferred purchase devices) in tangible personal property of Company or any of its Subsidiaries existing or created at the time of acquisition thereof or within 30 days thereafter, and the renewal, extension and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior Liens securing Indebtedness incurred pursuant to such renewal, extension or refundingsubsection 7.1(iii); provided, however, provided that such Liens shall not in the aggregate secure Indebtedness is permitted by subsection 7.1(iv) hereof;in excess of $8,000,000 in Fiscal Year 2006, $12,000,000 in Fiscal Year 2007, $16,000,000 in Fiscal Year 2008 and $20,000,000 in Fiscal Year 2009 and thereafter; and (iv) Other Liens on assets of Company and its Subsidiaries securing Indebtedness in an aggregate amount not to exceed $5,000,000 100,000 at any time outstanding; and (v) Liens granted pursuant to the Collateral Documents. Notwithstanding the foregoing, prior Holdings and its Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such term is defined in the Union Merger DateUCC), Merger Sub may directly other than Control Agreements entered into pursuant to subsection 6.11 or indirectly sell, assign, pledge or encumber any shares of Union Common Stock owned by it for cash and for fair market value so long as the proceeds thereof are held as Cash or Cash EquivalentsSecurity Agreement.

Prohibition on Liens. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens described in Schedule 7.2 annexed heretorespect of (x) Permitted Extension Indebtedness (but only to the extent permitted by the definition thereof) and (y) Other Permitted Indebtedness; provided that such Liens encumber only assets subject to purchase money Liens securing such Indebtedness; (iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases other Liens on assets other than Collateral securing Indebtedness and any other title retention or deferred purchase devices) in tangible personal property of Company or any of its Subsidiaries existing or created at the time of acquisition thereof or within 30 days thereafter, and the renewal, extension and refunding of any such security interest Contingent Obligations in an aggregate amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that such Indebtedness is permitted by subsection 7.1(iv) hereofexceed $5,000,000 at any time outstanding; (iv) Other Liens on assets to secure obligations in respect of Company and its Subsidiaries securing Indebtedness letters of credit incurred in the ordinary course of business in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (v) Liens granted as part of an Employee Benefit Plan providing deferred compensation to the Lessee's employees and approved by its board of directors, the Lessee may create a trust, pursuant to the Collateral Documents. Notwithstanding the foregoing, prior documentation in form and substance reasonably satisfactory to the Union Merger DateAgent, Merger Sub may directly or indirectly sell, assign, pledge or encumber any shares for the benefit of Union Common Stock owned by it for cash its employees and for fair market value so long as make payments thereto not to exceed $10,000,000 in the proceeds thereof are held as Cash or Cash Equivalentsaggregate.

Prohibition on Liens. Company Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens described in Schedule 7.2 annexed heretorespect of (x) Permitted Extension Indebtedness (but only to the extent permitted by the definition thereof) and (y) Other Permitted Indebtedness; PROVIDED that such Liens encumber only assets subject to purchase money Liens securing such Indebtedness; (iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases other Liens on assets other than Collateral securing Indebtedness and any other title retention or deferred purchase devices) in tangible personal property of Company or any of its Subsidiaries existing or created at the time of acquisition thereof or within 30 days thereafter, and the renewal, extension and refunding of any such security interest Contingent Obligations in an aggregate amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that such Indebtedness is permitted by subsection 7.1(iv) hereofexceed $5,000,000 at any time outstanding; (iv) Other Liens on assets to secure obligations in respect of Company and its Subsidiaries securing Indebtedness letters of credit incurred in the ordinary course of business in an aggregate amount not to exceed $5,000,000 at any time outstanding; and (v) Liens granted as part of an Employee Benefit Plan providing deferred compensation to Company's employees and approved by its board of directors, Company may create a trust, pursuant to the Collateral Documents. Notwithstanding the foregoing, prior documentation in form and substance reasonably satisfactory to the Union Merger DateAdministrative Agent, Merger Sub may directly or indirectly sell, assign, pledge or encumber any shares for the benefit of Union Common Stock owned by it for cash its employees and for fair market value so long as make payments thereto not to exceed $10,000,000 in the proceeds thereof are held as Cash or Cash Equivalentsaggregate.