Restrictions on Liens or Transfers Sample Clauses

Restrictions on Liens or Transfers. Borrower, without the prior written consent of Lender, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any security for the Performance of the Obligations other than the sale of Inventory Collateral in the ordinary course of business (provided that an Interval Sales Payment is paid to Lender) and other than to the extent permitted by the Guaranty Trusts; (ii) permit or suffer to exist any liens, security interests or other encumbrances on the Collateral, except for (A) the Permitted Encumbrances, (B) the liens and security interests expressly granted to Lender, and (C) liens against Purchasers and in favor of a Borrower for payment of assessments or for amounts due under any executed Time-Share Project Consumer Documents; (iii) sell, convey, lease, transfer or dispose of all or substantially all of its assets to another entity provided, however, that this section (iii) shall not be any more restrictive to the Borrower than is permitted by section 4.08 of the Indenture; or (iv) if Borrower is an organization, permit or suffer to exist any change in the legal or beneficial ownership of Borrower or any person controlling Borrower (whether directly or indirectly, through one (1) or more intermediaries) or any change in the power to control it or any person controlling Borrower (whether directly or indirectly, through one or more intermediaries). Without limiting Lender's right to withhold its approval for other reasons, as a condition to approval of any lien, security interest or other charge upon any of the Collateral, Lender may require that the third party execute a subordination agreement satisfactory to Lender and provide Quiet Enjoyment Rights to owners of Time-Share Interests. Notwithstanding anything to the contrary in this Section 6.2(c), the Residual Beneficiary or its successor shall be permitted to transfer the Trust Residual Interest to an Affiliate of the Required Guarantor without the prior written consent of Lender but with notice to Lender, subject to the terms and conditions set forth in the Guaranty Trusts.
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Restrictions on Liens or Transfers. Borrower, without the prior ---------------------------------- written consent of Lender, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any security for the Performance of the Obligations, except to the extent Borrower is permitted to sell unsold Completed Project Inventory constituting a portion of the Collateral and to obtain releases from Lender with respect to such sales, in accordance with paragraph 3.2 hereof; (ii) permit or suffer to exist any ------------- liens, security interests or other encumbrances on the Inventory, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) sell, convey, lease, transfer or dispose of all or substantially all of its assets to another entity; or (iv) enter into any merger, consolidation, or other form of corporate reorganization, unless Borrower is the surviving corporation of such merger, consolidation or reorganization. The foregoing notwithstanding, nothing in this paragraph --------- 6.2(c) is intended to restrict or otherwise prohibit the ability of Primary ------ Borrower to cause any Affiliate to be merged with or into Primary Borrower, as long as Primary Borrower is the surviving entity of such merger.
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Restrictions on Liens or Transfers. Borrower, without the prior written consent of Lender, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any security for the Performance of the Obligations; (ii) permit or suffer to exist any liens, security interests or other encumbrances on the Collateral, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) sell, convey, lease, transfer or dispose of all or substantially all of its assets to another entity provided, however, that this section (iii) shall not be any more restrictive to the Borrower than is permitted by section 4.08 of the Indenture; or (iv) if Borrower is an organization, permit or suffer to exist any change in the legal or beneficial ownership of Borrower or any person controlling Borrower (whether directly or indirectly, through one (1) or more intermediaries) or any change in the power to control it or any person controlling Borrower (whether directly or indirectly, through one or more intermediaries). Without limiting Lender's right to withhold its approval for other reasons, as a condition to approval of any lien, security interest or other charge upon any of the Collateral, Lender may require that the third party execute a subordination agreement satisfactory to Lender and provide Quiet Enjoyment Rights to owners of Time-Share Interests.
Sample 1
Restrictions on Liens or Transfers. Borrower, without the prior written consent of Lender not to be unreasonably withheld, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any security for the Performance of the Obligations; (ii) permit or suffer to exist any liens, security interests or other encumbrances on any of the Collateral, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) sell, lease, transfer or dispose of all or substantially all of its assets to another entity, or (iv) permit or suffer to exist any transfer of any of the ownership interests or control of Borrower or any of its venturers. As a condition to
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Restrictions on Liens or Transfers. Unless expressly permitted in ---------------------------------- this Agreement or in any of the Security Documents, Borrower, without the prior written consent of Lender, will not: (i) sell, convey, pledge, hypothecate, encumber or otherwise transfer any Collateral; (ii) subject to any right under the Documents to contest such matters, permit or suffer to exist any liens, security interests or other encumbrances on any Collateral, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) permit or suffer the sale, lease, transfer or disposal of all or substantially all of the assets of Borrower to another person; or (iv) if Borrower is an organization, permit or suffer to exist any Change in Control of Borrower or any person controlling Borrower (whether directly or through one or more intermediaries); provided, however, -------- ------- that so long as (x) Xxxxxxx X. Xxxxxxx, Xx., Xxxxxxx X. Xxxxx or another person reasonably acceptable to Lender is the chief executive officer of VI, and (y) Borrower is a Vistana Entity (as defined in the Master Credit Facilities Agreement), a Change in Control of Borrower or any person controlling Borrower will not result in a violation of the foregoing covenant. For purposes hereof, a "Change in Control" shall have occurred if a person or entity not an Affiliate of VI acquired through one or more series of transactions more than fifty percent (50%) of any class of issued and outstanding capital stock of Borrower or any person controlling Borrower and such person or entity has the ability to elect a majority of the directors of Borrower or any person controlling Borrower.
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Restrictions on Liens or Transfers. Borrower, without the prior written consent of Lender, will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer any Collateral other than in favor of the Lender as contemplated by the Receivables Loan Documents; (ii) permit or suffer to exist any liens, security interests or other encumbrances on the Collateral, except for the Permitted Encumbrances and liens and security interests expressly
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Restrictions on Liens or Transfers. Paragraph 6.2(c) of the Original Loan Agreement, clause (iii) thereof, shall be amended by deleting the words "section 4.08" and substituting therefor the words "section 4.08 or section 4.10."
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Related to Restrictions on Liens or Transfers

  • Restrictions on Liens The Servicer shall not (A) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or restriction on transferability of the Receivables except for the Lien in favor of the Trust Collateral Agent for the benefit of the Noteholders and the restrictions on transferability imposed by this Agreement or (B) sign or file under the Uniform Commercial Code of any jurisdiction any financing statement which names AmeriCredit or the Servicer as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables, except in each case any such instrument solely securing the rights and preserving the Lien of the Trust Collateral Agent, for the benefit of the Noteholders.

  • Restrictions on Liens, Etc The Borrower will not, and will not permit any Guarantor or their respective Subsidiaries to (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, deed of trust, security deed, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of their property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (or any financing lease having substantially the same economic effect as any of the foregoing); (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against any of them that if unpaid would by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; (f) in the case of securities, create or incur or suffer to be created or incurred any purchase option, call or similar right with respect to such securities; or (g) incur or maintain any obligation to any holder of Indebtedness of any of such Persons which prohibits the creation or maintenance of any lien securing the Obligations (collectively, “Liens”); provided that notwithstanding anything to the contrary contained herein, the Borrower, any Guarantor or any such Subsidiary may create or incur or suffer to be created or incurred or to exist:

  • Restrictions on Liens and Encumbrances Except for the lien of this Mortgage and the Permitted Exceptions, Mortgagor shall not further mortgage, nor otherwise encumber the Mortgaged Property nor create or suffer to exist any lien, charge or encumbrance on the Mortgaged Property, or any part thereof, whether superior or subordinate to the lien of this Mortgage and whether recourse or non-recourse.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Intercompany Transfers Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.

  • Restriction on Liens Neither the Borrower nor any of the Subsidiaries is a party to any material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents.

  • Restrictions on Interfering I acknowledge and agree that the covenants contained in this Section 5 are in addition to, and not in lieu of, any similar restrictions that may exist in the Operating Agreement (as defined in the Employment Agreement), and to the extent I am a party to such Operating Agreement, the Company may elect to enforce the covenants contained therein without limiting the Company’s rights to enforce the covenants contained herein.

  • Limitations on Liens Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including, without limitation, shares of Capital Stock), real or personal, whether now owned or hereafter acquired, except:

  • Restrictions on Sales Except in connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ for twelve (12) months following the Closing. In connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ, except pursuant to such registration, for the period following the effective date of the applicable registration statement that the managing underwriter of the offering determines is necessary to effect the offering, which period shall not exceed 360 days.

  • Restrictions on Stock i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

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