Common use of Prohibition on Liens Clause in Contracts

Prohibition on Liens. The Credit Parties shall not, and shall not permit any of their respective 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 any Credit Party 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 for the following: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii); provided that (a) the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof); (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8; (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Hundred Thousand Dollars ($600,000) in the aggregate; and (vi) Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case to the extent permitted under subsection 7.1(ix).

Prohibition on Liens. The Credit Parties Each of Holdings and Company shall not, and shall not permit any of their respective 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 any Credit Party 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 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 for the followingexcept: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documentsdescribed in Schedule 7.2 annexed hereto; (iii) purchase money Liens securing purchase money Indebtedness permitted incurred pursuant to subsection 7.1(iii); provided that (a) the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only shall not in the asset so purchased (and proceeds thereof)aggregate secure Indebtedness in excess of $15,000,000 at any time; (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8;the First Lien Claims; and (v) Other Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, in an aggregate amount not to exceed Six Hundred Thousand Dollars $500,000 at any time outstanding. Notwithstanding the foregoing, Holdings and its Subsidiaries shall not enter into, or suffer to exist, any control agreements ($600,000) in the aggregate; and (vi) Liens securing the First Lien Indebtedness and other “Obligations” under and as such term is defined in the First Lien Credit UCC), other than Control Agreements entered into pursuant to subsection 6.11 or the Security Agreement, in each case to the extent permitted under subsection 7.1(ix).

Prohibition on Liens. The Credit Parties shall not, and shall not permit any of their respective 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 any Credit Party 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 for the following: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii); provided that (a) the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof);; and (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8; (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Hundred Thousand Dollars ($600,000) in the aggregate; and (vi) Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case to the extent permitted under subsection 7.1(ix).

Prohibition on Liens. The Credit Parties shall not, and shall not permit any of their respective 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 any Credit Party 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 for the following: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii7.1(iv); provided that (a) the purchase of the asset subject to such 81 90 Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof); (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8;7.9; and (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Hundred Thousand Dollars ($600,000) in the aggregate; and (vi) Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case to the extent permitted under subsection 7.1(ix)encumbering Excluded Collateral.

Prohibition on Liens. The Credit Parties Company shall not, and shall not permit any of their respective 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 any Credit Party Company or any of its Subsidiaries, whether now owned or 91 92 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 UCC or under any similar recording or notice statute, except for the followingexcept: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Collateral Documents; (iii) purchase money Liens described in Schedule 7.2 annexed hereto; (iv) Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement, provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness in excess of $5,000,000 at any time; (v) Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii); provided provided, however, that (a) the purchase of the asset subject Lien shall apply only to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof); (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8; (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Hundred Thousand Dollars ($600,000) in the aggregateacquired; and (vi) Other Liens securing the First Lien Indebtedness and other “Obligations” under and as defined of Company or Subsidiary Guarantors which are not Regulated Subsidiaries in the First Lien Credit Agreement, in each case an aggregate amount not to the extent permitted under subsection 7.1(ix)exceed $5,000,000 at any time outstanding.

Prohibition on Liens. The Credit Parties shall not, and shall not permit any of their respective 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 any Credit Party 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 for the following: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii); provided that (a) the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof); (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8; (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Five Hundred Thousand Dollars ($600,000500,000) in the aggregate; and (vi) Liens securing the First Second Lien Indebtedness and other “Obligations” under and as defined in the First Second Lien Credit Agreement, in each case to the extent permitted under subsection 7.1(ix)the Intercreditor Agreement.

Prohibition on Liens. The Credit Parties Borrower shall not, and shall not permit any of their respective 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 any Credit Party the Borrower 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 for the following:following Liens shall be permitted (the “Permitted Liens”): (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii)existing as of the Closing Date and described in Schedule 6.2 annexed hereto; provided that (aA) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and (B) the purchase principal amount of the asset subject Indebtedness secured by such Liens shall not be increased, extended, renewed, refunded or refinanced except as permitted pursuant to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof)Section 6.1; (iv) purchase money Liens securing Capital Leases Indebtedness (and refinancings thereof) permitted under subsections 7.1(iii) and 7.8Section 6.1(c); (v) Liens Cash collateral securing Indebtedness, not otherwise covered under subclauses letters of credit (iother than Letters of Credit issued hereunder) through (iv) above, in an amount not to exceed Six Hundred Thousand Dollars ($600,000) in the aggregate50,000,000; and (vi) other Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case an aggregate amount not to the extent permitted under subsection 7.1(ix)exceed $10,000,000 at any time outstanding.

Prohibition on Liens. The Credit Parties Company shall not, and shall not permit any of their respective 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 any Credit Party 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 for the following:its (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Collateral Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii); described in Schedule 6.2 annexed hereto, and any renewal or extension of any such Lien provided that (a) the purchase aggregate amount of the asset subject to Indebtedness secured thereby is not increased and such Lien is permitted under does not extend to any property not covered by the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof)Lien being renewed or extended; (iv) Liens Purchase-money Liens, and liens in connection with Capital Leases, securing Capital Leases Indebtedness permitted under subsections 7.1(iii) and 7.8subsection 6.1(iii); (v) Liens securing Indebtednessexisting on such property, asset, income or profits at the time of its acquisition, provided that such Lien was not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Hundred Thousand Dollars ($600,000) incurred in the aggregatecontemplation of such acquisition and such acquisition was permitted by Section 6.7(iii); and (vi) Other Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case an aggregate amount not to the extent permitted under subsection 7.1(ix)exceed $2,500,000 at any time outstanding.

Prohibition on Liens. The Credit Parties shall not, and shall not permit any of their respective 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 any Credit Party 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 for the following: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii); provided that (a) the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof); (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8;; and (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Hundred Thousand Two Million Dollars ($600,0002,000,000) in the aggregate; and (vi) Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case to the extent permitted under subsection 7.1(ix)aggregate outstanding at any time.

Prohibition on Liens. The Credit Parties Company shall not, and shall not permit any of their respective 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 any Credit Party 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 UCC or under any similar recording or notice statute, except for the followingexcept: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Collateral Documents; (iii) Liens on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase money Liens securing purchase money price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted pursuant to subsection 7.1(iii)hereby incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided provided, however, that (a) the purchase of Lien shall apply only to the asset subject to such Lien is permitted under the terms of subsection 7.7 so acquired and proceeds thereof and (b) such Liens encumber only the asset so purchased (and proceeds thereof)aggregate amount of all Indebtedness secured thereby does not exceed $5,000,000 at any time; (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8described in Schedule 7.2 annexed hereto; (v) Liens on Outsourcing Project Assets securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Hundred Thousand Dollars ($600,000) in the aggregateIndebtedness permitted by subsection 7.1(v); and (vi) Liens on Cash and Cash Equivalents with a fair market value not to exceed $1,103,000 securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case to the extent Contingent Obligations permitted under by subsection 7.1(ix7.4(vi).

Prohibition on Liens. The Credit Parties shall not, and shall not permit any of their respective 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 any Credit Party 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 for the following: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii); provided that (a) the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof); (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8;; and (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six One Hundred Thousand Dollars ($600,000100,000) in the aggregate; and (vi) Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case to the extent permitted under subsection 7.1(ix).

Prohibition on Liens. The Credit Parties shall not, and shall not permit any of their respective 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 any Credit Party 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 for the following: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documents; (iii) purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii); provided PROVIDED that (a) the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7 and (b) such Liens encumber only the asset so purchased (and proceeds thereof);; and (iv) Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8; (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, not to exceed Six Hundred Thousand Dollars ($600,000) in the aggregate; and (vi) Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case to the extent permitted under subsection 7.1(ix).

Prohibition on Liens. The Credit Parties Borrower shall not, and shall not permit any of their respective 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 any Credit Party Borrower 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 UCC or under any similar recording or notice statute, except for the followingexcept: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Security Documentsdescribed in Schedule 9.1 annexed hereto; (iii) purchase Purchase money Liens securing purchase money Indebtedness permitted pursuant to subsection 7.1(iii)liens; provided that (a) the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7 and (bA) such Liens do not at any time encumber only any property other than the asset so purchased property financed by such Indebtedness, (B) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and proceeds thereof);(C) the aggregate principal amount of the Indebtedness secured thereby does not exceed $50,000,000 at any one time outstanding; and (iv) other Liens securing Capital Leases permitted under subsections 7.1(iii) and 7.8; (v) Liens securing Indebtedness, not otherwise covered under subclauses (i) through (iv) above, Indebtedness in an aggregate amount not to exceed Six Hundred Thousand Dollars ($600,000) in the aggregate; and (vi) Liens securing the First Lien Indebtedness and other “Obligations” under and as defined in the First Lien Credit Agreement, in each case to the extent permitted under subsection 7.1(ix)5% of Consolidated Net Worth.