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Common use of Restrictions on Liens Clause in Contracts

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 3 contracts

Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)

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Restrictions on Liens. The Company will not, Borrower and each Guarantor will not cause, permit, or suffer any of its Consolidated Subsidiaries to (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredthe Collateral, or upon the income or profits therefrom; (bii) transfer any of such property or assets Collateral or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness Debt or performance of any other obligation in priority to payment of its general creditors; (ciii) 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, device or arrangement; (div) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness Debt or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instrumentsCollateral, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist (the “Permitted Liens”): (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiib) Liens arising out of deposits or pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, workmen’s compensation, unemployment insurance and insurance, old age pensions or other social security legislation, other than any Lien imposed by ERISAobligations; (ivc) Liens liens on deposits properties in respect of judgments or awards, the Debt with respect to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of businesswhich is permitted by Section 8.2(e); (vd) Liens encumbrances on Real Estate real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or any Guarantor is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower and such Guarantor interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; (vi) such Guarantor, which defects do not individually or in the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding aggregate have a materially adverse effect on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part business of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company Borrower or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessGuarantor; and (xvie) Liens (in addition to those specified in clauses (i) through (xv) above) liens securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingDebt permitted under Section 8.2(b).

Appears in 3 contracts

Samples: Loan and Security Agreement (Healthy Choice Wellness Corp.), Loan and Security Agreement (Healthier Choices Management Corp.), Loan and Security Agreement (Vivakor, Inc.)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to the other Transaction Parties to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) suffer to exist for a period of more than sixty (60) days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided PROVIDED that the Company Borrower and any Subsidiary of the Company other Transaction Parties may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of any of the other Transaction Parties securing Indebtedness permitted by Government Mandate ss. 9.1 and owing by such other Transaction Parties to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iic) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by ss.9.1(d); (e) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or any of the other Transaction Parties is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiariesthe other Transaction Parties, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and the other Transaction Parties on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on SCHEDULE 9.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by ss.9.1(g), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent real or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businesspersonal property so acquired; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for liens on any Margin Stock held by the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from Borrower or the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)other Transaction Parties.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Hadco Acquisition Corp Ii), Revolving Credit Agreement (Hadco Corp), Revolving Credit Agreement (Hadco Acquisition Corp Ii)

Restrictions on Liens. The Company Except with respect to the Senior Debt and the Liens securing the Senior Debt, the Borrowers will not, and will not causepermit any Loan Party to, permit, or suffer any of its Consolidated Subsidiaries to (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredProperty, or upon the income or profits therefrom; (bii) transfer any of such property or assets Property or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness Debt or performance of any other obligation in priority to payment of its general creditors; (ciii) 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, device or arrangement; (div) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness Debt or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company a Loan Party may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist (the "PERMITTED LIENS"): (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiib) Liens arising out of deposits or pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, workmen's compensation, unemployment insurance and insurance, old age pensions or other social security legislation, other than any Lien imposed by ERISAobligations; (ivc) Liens liens on deposits properties in respect of judgments or awards, the Debt with respect to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of businesswhich is permitted by Section 8.2(d); (vd) Liens encumbrances on Real Estate real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, Property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Loan Party is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Lender interferes materially with the use of the Property affected property in the ordinary conduct of the business of the Company and its SubsidiariesLoan Party, which defects do not individually or in the aggregate have a Material Adverse Effect on the business of a Loan Party individually or of the Loan Parties on a consolidated basis; (vie) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness security interests incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businesscourse; and (xvif) Liens (in addition to those specified in clauses (i) through (xv) above) liens securing Indebtedness in an aggregate amount for the Company Senior Debt under the Existing Senior Facility and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)WHX Subordinated Loan.

Appears in 2 contracts

Samples: Loan and Security Agreement (Steel Partners Ii Lp), Loan and Security Agreement (WHX Corp)

Restrictions on Liens. The Company will not, and Borrower will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments“receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to the Administrative Agent or any Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businesson properties, in each case in respect of obligations not overdue for a period of more existence less than 30 60 days after the Borrower or which the Manager has knowledge thereof or that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to the Administrative Agent or the Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (iii) Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, under the Loan Documents; (iv) Liens consisting of interests of lessees of the Containers or arising out from precautionary UCC financing statement filings regarding leases entered into in the ordinary course; (v) Liens in favor of pledges or deposits banks on items in collection (and the documents related thereto) arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use Borrower under Article IV of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Code.

Appears in 2 contracts

Samples: Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (SeaCube Container Leasing Ltd.)

Restrictions on Liens. The Company Borrower will not, and nor will not cause, permit, or suffer the Borrower permit any of its Consolidated Subsidiaries to (a) to, create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an InvestmentLien; provided that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, -------- incur or suffer to be created or incurred or to exist: (ia) Liens imposed (other than Liens on Mortgaged Properties) in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) Liens to secure taxes, assessments, assessments and other government charges or liens on properties to secure claims for labor, material or supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of (S)9.8; (c) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) Liens on properties in respect of obligations not overdue judgments or awards, the Indebtedness with respect to which are being contested in good faith and is permitted by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP(S)10.1(d); (iie) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in on properties to the ordinary course of business, in each case in respect of obligations extent that payment therefor shall not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained at the time be required to be made in accordance with GAAPthe provisions of (S)9.8; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of leases, licenses, easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) Liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 10.2 -------- ---- hereto; (viih) Liens outstanding on subject to the Closing Date and limitation set forth in (S)4.4.1 hereof, purchase money security interests in or purchase money liens on Schedule 7.3; (viii) Liens in favor of either the Company real or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (personal property other than sales constituting a collateral security device); (xi) Liens securing Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by (S)10.1(q), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or liens cover only the real or personal property so acquired; provided, however, to the extent all or any portion of such -------- ------- Indebtedness is in excess of the Broker-Dealer Subsidiariesaggregate outstanding principal amount of $5,000,000 at any time, such security interest and/or lien shall be subordinated to the liens and security interests of the Agent on terms acceptable to the Agent, and such liens shall only be permitted to be incurred to the extent no Default or Event of Default has occurred and is continuing or would exist as a result of such incurrence; (xiiii) subject to the limitation set forth in (S)4.4.1 hereof, security interests in or liens on Capital Assets acquired after the date hereof to secure the Indebtedness of the type and amount permitted by (S)10.1(r), incurred in connection with the acquisition of such property, which security interests or liens cover only all or any portion of the Capital Asset so acquired, and such liens shall only be permitted to be incurred to the extent no Default or Event of Default has occurred and is continuing or would exist as a result of such incurrence; (j) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (k) interests of lessors under leases permitted by (S)10.1(g) or (S)11.5; (l) Liens in favor of the Administrative Agent or any Bank for the benefit of the Banks and the Agent under the Loan Documents; (m) Liens securing refinancing Indebtedness permitted under (S)10.1(s) hereof, but only to the extent that the Indebtedness so refinanced was secured, and only covering assets which secured the Indebtedness being refinanced; (n) Liens (other than Liens on Mortgaged Properties) to secure the Obligations; (xiv) Liens arising by virtue performance of Uniform Commercial Code financing statement filings (tenders, bids, surety or performance bonds and other similar filings under applicable law) regarding operating leases entered into obligations incurred in the ordinary course of businessbusiness consistent with past practices; (xvo) banker’s Liens, rights Liens in respect of set off or similar rights any transfer of certain credit card receivables solely for the purpose of facilitating collection on behalf of the Borrower and remedies for the Borrower's account on such receivables; (p) Liens in respect of fuel swaps and other hedging arrangements as to deposit accounts or other funds maintained with depository institutions in the ordinary course permitted by (S)10.1(l) hereof; (q) interest of businesslessees under leases; (r) Liens on equipment purchased as permitted by (S)10.1(t) hereof; and (xvis) Liens on assets sold which were created solely by virtue of an asset sale permitted by (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)S)10.5.2.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Petro Stopping Centers Holdings Lp), Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) No Borrower shall create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:"Permitted Liens"): (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue overdue; (b) Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens in respect of judgments or awards which have been in force for a less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of more than 30 days or which are being contested the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of which a stay of execution shall have been obtained pending such partnership appeal or joint venturereview and in respect of which such Borrower maintains adequate reserves; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Waste Connections Inc/De), Revolving Credit Agreement (Waste Connections Inc/De)

Restrictions on Liens. The Neither the Company will not, and will not cause, permit, or suffer nor any of its Consolidated Subsidiaries to (a) shall create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or 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 for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:“Permitted Liens”): (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges or claims for labor, material or supplies in respect of obligations not overdue overdue; (b) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens in respect of judgments or awards which are being contested have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Company or any such Subsidiary maintains adequate reserves are maintained in accordance with GAAPreserves; (iid) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, provided that such liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the Company or any such Subsidiary in good faith and by appropriate proceedings diligently conducted, if the Company or any such Subsidiary shall have set aside on its books adequate reserves are maintained in accordance with respect thereto as required by GAAP, and provided further that the Company or any such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Company or any such Subsidiary is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company or any such Subsidiary interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) or any such Subsidiary, which defects do not individually or in the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding aggregate have a materially adverse effect on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests business of the Company or any such Subsidiary individually or of the Company and its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint ventureon a consolidated basis; (xf) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device)liens existing on the date hereof and listed on Schedule 6C hereto; (xig) Liens securing liens in favor of Fleet National Bank (f/k/a BankBoston, N.A.), as Collateral Agent for the benefit of the Banks (the “Collateral Agent”), the Purchasers hereunder and the noteholders under the 1998 Agreement; and (h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Effective Date hereof to secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type permitted by paragraph 6B(e)(i), (ii) and secure only the Indebtedness (iii), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests cover only the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent real or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)personal property so acquired.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Waste Industries Usa Inc), Note Purchase Agreement (Waste Industries Usa Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided PROVIDED that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of which a stay of execution shall have been obtained pending such appeal or review; (iiv) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businesson properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's Liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, Liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; (vi) , which defects do not individually or in the rights aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) presently outstanding Liens outstanding listed on the Closing Date and set forth on Schedule 7.3SCHEDULE 7.2 hereto; (viii) Liens purchase money security interests in favor of either or purchase money mortgages on real or personal property acquired after the Company or a Consolidated Subsidiary on all or part date hereof to secure purchase money Indebtedness of the assets type and amount permitted by Section 7.1(c), incurred in connection with the acquisition of any Subsidiary of such property, which security interests or mortgages cover only the Company securing Indebtedness owing by such Subsidiary to the Company real or such Consolidated Subsidiary, as the case may bepersonal property so acquired; (ix) Liens on interests in favor of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for Lender under the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;Loan Documents; and (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising Indebtedness permitted by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingSection 7.1(e).

Appears in 2 contracts

Samples: Loan Agreement (Applied Opsec Corp), Loan Agreement (Optical Security Group Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments, assessments and other government charges and liens to secure claims for labor, material or supplies, in each case in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if and for which the Borrower or such Subsidiary has set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto; (iiiii) statutory Liens deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to release such lien; (v) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case in respect of obligations not overdue for a period of more than 30 days or which or, if such obligations are overdue, being contested in good faith and by appropriate proceedings diligently conducted, if and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto, provided that no proceeding to foreclose any such lien shall have been commenced; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under Capitalized Leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; (vi) , which defects do not individually or in the rights aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) Liens outstanding liens existing on the Closing Effective Date and set forth listed on Schedule 7.36.2 hereto or liens on the same assets in connection with the refinancing of such existing liens; (viii) Liens liens arising in favor the ordinary course of either business of the Company Borrower or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by Borrower none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary course of business of the Borrower and its Subsidiaries and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Borrower or such Subsidiary to individually or of the Company or such Consolidated Subsidiary, as the case may beBorrower and its Subsidiaries on a consolidated basis; (ix) Liens purchase money security interests in or purchase money mortgages on interests real or personal property acquired after the Effective Date to secure purchase money Indebtedness of the Company or its Subsidiaries type permitted by §6.1(l) hereof, incurred in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for connection with the performance by the Company or its Subsidiaries of their obligations in respect acquisition of such partnership property, which security interests or joint venturemortgages cover only the real or personal property so acquired; (x) UCC notice filings in connection with non-recourse sales liens on accounts receivable of 12b-1 Fees (other than sales constituting a collateral security device)the Borrower and/or its Subsidiaries that are the subject of and secure the Indebtedness permitted under §6.1(q) hereof; (xi) Liens liens securing purchase money other permitted Indebtedness so long as such Liens are only on that does not exceed $50,000,000 in the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetaggregate; (xii) Liens incurred or otherwise arising liens in connection with the Securities Trading Activities respect of the Broker-Dealer Subsidiaries;interests of lessors under Capitalized Leases; and (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) liens on Real Estate securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)permitted under §6.1(m) hereof.

Appears in 2 contracts

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

Restrictions on Liens. The Company will not, and Credit Parties will not causedirectly or indirectly, permitcreate, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, assume or suffer to be created or incurred or to exist, exist any Lien upon any of its property their respective Properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existexcept for: (ia) inchoate Liens imposed by Government Mandate with respect to secure taxes, assessments, and other government the Parent or any of its Subsidiaries for taxes (including social security charges in respect of obligations France) not overdue yet due or which are Liens for taxes (including social security charges in France) being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves are maintained have been established in accordance with GAAPgenerally accepted accounting principles; (iib) statutory unperfected Liens in respect of property or assets of the Parent or any of its Subsidiaries imposed by law or, in the case of landlord liens, pursuant to contractual rights, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers', warehousemen's, materialmen's, mechanics, suppliers, laborers, ' and materialmen, landlords' liens and other like similar Liens arising in the ordinary course of business, and (i) which do not in each case the aggregate materially detract from the value of the Parent's or any of its Subsidiaries' property or assets or materially impair the use thereof in respect the operation of obligations not overdue for a period the business of more than 30 days the Parent or its Subsidiaries or (ii) which are being contested in good faith and by appropriate proceedings, which proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPhave the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iiic) Liens arising out (other than any Lien imposed by ERISA) on property of pledges the Parent or any of its Subsidiaries incurred or deposits made in the ordinary course of business in connection with (i) workers' compensation, unemployment insurance and other types of social security legislation, other than any Lien imposed by ERISA; or (ivii) Liens on deposits to secure the performance of bids or tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar Liens, obligations (exclusive of obligations for the payment of borrowed money); provided that the aggregate amount of cash and the fair market value of the property encumbered by Liens described in this clause (c)(ii) (excluding the amount of cash deposited to secure the performance of leases entered into by the Issuer or any of its Subsidiaries in the ordinary course of businessbusiness and consistent with past practices of the Issuer and its Subsidiaries as in effect on the Closing Date) shall not exceed $100,000; (vd) inchoate Liens on Real Estate consisting (where there has been no execution or levy and no pledge or delivery of collateral) arising from and out of judgments or decrees in existence at such time not constituting an Event of Default; (e) zoning restrictions, easements, rights of waylicenses, zoning restrictionsreservations, restrictions on the use of real propertyproperty or minor irregularities incident thereto (and, defects with respect to leasehold interests, Liens and irregularities other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the leased Property and arise by, through or under or are asserted by a landlord or owner of the leased Property or by a creditor of such landlord or owner, with or without consent of the lessee) which were not incurred in connection with the borrowing of money and which do not in the title thereto, and other minor Liens, provided, none aggregate materially impair the value of such Liens in the reasonable opinion of the Company interferes materially with Property or impair the use of such Property for the affected purposes for which such Property is being used by the Credit Parties; (f) Liens securing Senior Indebtedness; (g) Liens (including Liens created pursuant to Capital Leases) existing on the Closing Date and described in Schedule 4.9A hereto; (h) Liens on property in the ordinary conduct of the business Issuer and its Subsidiaries subject to, and securing only, Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Section 9.1(f)(ii) or 9.1(h) provided that such Liens only serve to secure the payment of Indebtedness arising under such Capitalized Lease Obligation and the Lien encumbering the asset giving rise to the Capitalized Lease Obligation does not encumber any other asset of the Company and Parent or any of its Subsidiaries; (vii) setoff rights of banks and other depository institutions arising by operation of law or otherwise in the rights and interests ordinary course of landlords and lessors under leases of Real Estate leased by the Company business with respect to accounts maintained at such bank or one of its Subsidiaries, as lesseedepository institution; (viij) Liens outstanding on the Closing Date and set forth on Schedule 7.3; extension, renewal or replacement of any Lien permitted by subsection (viiig) Liens in favor or (h) of either this Section 9.2, but only if the Company or a Consolidated Subsidiary on all or part principal amount of the assets of any Subsidiary of the Company securing Indebtedness owing secured by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating Lien immediately prior to such partnership extension, renewal or joint venture interests, replacement is not increased and Liens granted the Lien is not extended to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees Property (other than sales constituting a collateral security deviceany improvements on such Property);; and (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xivk) Liens arising by virtue of Uniform Commercial Code from precautionary UCC-1 financing statement filings (or similar filings under applicable law) regarding operating leases entered into by the Issuer or any of its Subsidiaries in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Frontline Capital Group), Note and Warrant Purchase Agreement (Hq Global Holdings Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments, assessments and other government charges and liens to secure claims for labor, material or supplies, in each case in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if and for which the Borrower or such Subsidiary has set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto; (iiiii) statutory Liens deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to release such lien; (v) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case in respect of obligations not overdue for a period of more than 30 days or which or, if such obligations are overdue, being contested in good faith and by appropriate proceedings diligently conducted, if and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto, provided that no proceeding to foreclose any such lien shall have been commenced; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under Capitalized Leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; (vi) , which defects do not individually or in the rights aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) Liens outstanding liens existing on the Closing Date and set forth listed on Schedule 7.37.2 attached hereto or liens on the same assets in connection with the refinancing of such existing liens; (viii) Liens liens arising in favor the ordinary course of either business of the Company Borrower or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by Borrower none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary course of business of the Borrower and its Subsidiaries and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Borrower or such Subsidiary to individually or of the Company or such Consolidated Subsidiary, as the case may beBorrower and its Subsidiaries on a consolidated basis; (ix) Liens purchase money security interests in or purchase money mortgages on interests real or personal property acquired after the Closing Date to secure purchase money Indebtedness of the Company or its Subsidiaries type permitted by §7.1(l) hereof, incurred in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for connection with the performance by the Company or its Subsidiaries of their obligations in respect acquisition of such partnership property, which security interests or joint venturemortgages cover only the real or personal property so acquired; (x) UCC notice filings in connection with non-recourse sales liens on accounts receivable of 12b-1 Fees (other than sales constituting a collateral security devicethe Borrower and/or its Subsidiaries that are the subject of and secure the Indebtedness permitted under §7.1(q); (xi) Liens liens securing purchase money other permitted Indebtedness so long as such Liens are only on that does not exceed $50,000,000 in the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetaggregate; (xii) Liens incurred or otherwise arising liens in connection with the Securities Trading Activities respect of the Broker-Dealer Subsidiaries;interests of lessors under Capitalized Leases; and (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) liens on Real Estate securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)permitted under §7.1(m) hereof.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)

Restrictions on Liens. The Company will not, and Apparel Obligors will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse; or (f) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any Apparel Obligor from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investmentpursuant to the Security Documents and Permitted Restrictions; provided that the Company and any Subsidiary of the Company Apparel Obligors may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate : liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and with the Apparel Obligors maintaining reserves required under generally accepted accounting principles, or liens on properties other than Real Estate to secure claims for labor, material or supplies in respect of obligations not overdue; deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens ss.9.1(d); liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens overdue; encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which such Apparel Obligor is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Apparel Obligor interferes materially with the use of the property affected property in the ordinary conduct of the business of such Apparel Obligor, which defects do not individually or in the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding aggregate have a materially adverse effect on the Closing Date business of such Apparel Obligor individually or of such Apparel Obligor on a consolidated basis; liens existing on the date hereof and set forth listed on Schedule 7.3; (viii) Liens 9.2 hereto; purchase money security interests in favor of either or purchase money mortgages on real or personal property acquired after the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by ss.9.1(g), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; encumbrances arising as a result of the Broker-Dealer Subsidiaries; (xiiioperation of Section 503(b) Liens of the Bankruptcy Code; and liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Lenders and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)under the Loan Documents.

Appears in 2 contracts

Samples: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)

Restrictions on Liens. The Company will not, and will not cause, permitNo Borrower shall, or suffer shall cause or permit any of its Consolidated Subsidiaries to (a) create or at any time to, create, incur, assume or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assignmortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of a vendor, (“Encumbrances”) upon or with respect to any property or assets, real or personal, of such Borrower, or assign or otherwise transfer convey any accountsright to receive income, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existexcept: (i) Liens imposed by Government Mandate to secure taxes, assessments, Encumbrances existing on the date of this Agreement and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;set forth on Exhibit B attached hereto; or (ii) statutory In addition to the Encumbrances referred to in clause (i) hereof, Encumbrances securing Indebtedness for the purchase price of capital assets and capitalized leases to the extent such Indebtedness is permitted by Section 5.5(iii) hereof, provided that (a) each such Encumbrance is given solely to secure the purchase price of such property, does not extend to any other property and is given at the time of acquisition of the property, and (b) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or its fair market value at the time of acquisition; or (iii) Liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same is not required in accordance with the provisions of Section 5.4 hereof; or (iv) Encumbrances in favor of the Agent, for the ratable benefit of the Banks; or (v) Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, carriers and other like Liens warehousemen arising by operation of law to secure payment for labor, materials, supplies or services incurred in the ordinary course of such Borrower’s business, but only if the payment thereof is not at the time required, such liens are junior to Encumbrances in each case favor of the Agent and such liens do not, individually or in respect the aggregate, materially detract from the value or limit the use of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;any property subject thereto; or (iiivi) Liens arising out of pledges or deposits Deposits made in the ordinary course of such Borrower’s business in connection with workers’ workmen’s compensation, unemployment insurance and other insurance, social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Lienslaws. In addition, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on Borrowers shall not enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company Borrowers from creating or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of incurring any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens Encumbrance in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Banks and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which Agent under the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Loan Documents.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Courier Corp), Revolving Credit Agreement (Courier Corp)

Restrictions on Liens. The Company will not, and Borrower will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments“receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (iA) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to the Administrative Agent or any Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (iiB) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businesson properties, in each case in respect of obligations not overdue for a period of more existence less than 30 60 days after the Borrower or which the Manager has knowledge thereof or that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to the Administrative Agent or the Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiiiC) Liens in favor of the Administrative Agent or any Bank to secure for the Obligationsbenefit of the Lenders and the Administrative Agent under the Loan Documents; (xivD) Liens consisting of interests of lessees of the Containers or arising by virtue of Uniform Commercial Code from precautionary UCC financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of businesscourse; (xvE) banker’s Liens, rights Liens in favor of set off or similar rights banks on items in collection (and remedies as to deposit accounts or other funds maintained with depository institutions the documents related thereto) arising in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for business of the Company and all Borrower under Article IV of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)UCC.

Appears in 2 contracts

Samples: Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (Seacastle Inc.)

Restrictions on Liens. Except as otherwise established pursuant to Section 3.01 with respect to any series of Securities: The Company will shall not, and will shall not causepermit any Restricted Subsidiary to, permitcreate or incur any Lien on any shares of stock of a Restricted Subsidiary or Principal Property of the Company or of a Restricted Subsidiary, whether those shares of stock of a Restricted Subsidiary or suffer Principal Property are owned at the date of original issuance of the first Securities of the series to be issued or acquired afterwards, unless the Company secures or causes the applicable Restricted Subsidiary to secure the Securities outstanding under this Indenture (together with, if the Company shall so determine, any other Indebtedness or other obligations the terms of its Consolidated Subsidiaries which (or the terms of any agreement evidencing or relating to which) require that such Indebtedness be so secured) equally and ratably with (or, at the Company’s option, prior to) all Indebtedness secured by the particular Lien, so long as the Indebtedness is so secured. This covenant does not apply in the case of: (a) create the creation of any Lien on any shares of stock of a Restricted Subsidiary or incurany Principal Property acquired, purchased or leased after the date of original issuance of the first Securities of the series to be issued (including acquisitions by way of merger or consolidation, and including capital lease or purchase money transactions in connection with any such acquisition) by the Company or a Restricted Subsidiary, contemporaneously with that acquisition, purchase or lease, or causewithin 18 months thereafter, permitto secure or provide for the payment or financing of any part of the purchase price, or suffer to be created or incurred or to exist, the assumption of any Lien upon any shares of its property stock of a Subsidiary or assets any Principal Property acquired after the date of original issuance of the first Securities of the series to be issued existing at the time of the acquisition, purchase or lease or the acquisition of any character whether now owned shares of stock of a Subsidiary or hereafter any Principal Property subject to any Lien without the assumption of that Lien, provided that every Lien referred to in this clause (a) will attach only to the shares of stock of a Subsidiary or any Principal Property so acquired, purchased or upon the income leased and fixed improvements (and any accessions or profits therefrom; additions thereto, and proceeds thereof) on that Principal Property; (b) transfer any Lien on any shares of such property stock of a Subsidiary or assets or any Principal Property existing on the income or profits therefrom for date of original issuance of the purpose first Securities of subjecting the same series to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; be issued; (c) acquire, any Lien on any shares of stock of a Subsidiary or agree any Principal Property in favor of the Company 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; Restricted Subsidiary; (d) suffer any Lien on any Principal Property being constructed or improved securing loans to exist finance the construction or improvements of that property; (e) any Indebtedness Lien created by a lease of any Principal Property, which under GAAP as in effect as of the date of original issuance of the first Securities of the series to be issued would be characterized as an operating lease, whether entered into before or claim after the date of original issuance of the first Securities of the series to be issued, including Liens arising under or demand in connection with Synthetic Leases or any refinancing, renewal, restructuring, substitution, extension, modification or replacement thereof to the extent permitted thereby; (f) any Lien on shares of stock of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations, including, without limitation, qualified private activity bonds and similar financings; (g) any mechanics’, materialmen’s, carriers’, warehousemen’s or other similar Liens arising in the ordinary course of business with respect to obligations that are not yet overdue for a period of time such more than 90 days or that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPfaith; (iih) statutory Liens any Lien on any shares of carriersstock of a Subsidiary or any Principal Property for taxes, warehousemenassessments or governmental charges or levies that are not yet overdue for a period of more than 90 days or that are being contested in good faith; (i) any Lien on any Principal Property arising in connection with legal proceedings being contested in good faith, mechanics, suppliers, laborers, and materialmen, and other like Liens including any judgment Lien so long as execution on the Lien is stayed; (j) any landlord’s Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and rights under leases, licenses, sub-leases, easements, rights-of-way, zoning and other restrictions, irregularities in each title, and other similar Liens not materially impairing the use or value of the property involved; (k) Liens on property incurred in sale and lease-back transactions permitted under Section 6.10 below; (l) Liens on property or assets of a person existing at the time such person is merged into or consolidated with the Company or any of its Subsidiaries, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a person to the Company or any of its Subsidiaries, provided that such Lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction by which such person was merged into or consolidated with the Company or any of its Subsidiaries; (m) in the case of (i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the equity interests in respect any Person that is not a Subsidiary, any encumbrance or restriction, including any first rights of obligations not overdue for a period refusal, options, put and call arrangements, related to shares of more than 30 days stock or which are being contested other equity interests in good faith and by appropriate proceedings diligently conductedsuch Subsidiary or such other Person set forth in the constitutive documents or other applicable agreement of such Subsidiary or such other Person or any related joint venture, if adequate reserves are maintained shareholders’, partnerships or similar agreement; (n) Liens in favor of the Trustee and/or the Holders granted in accordance with GAAP;the Indenture; and (iiio) Liens arising out of pledges any refinancing, renewal, restructuring, substitution, extension, modification or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than replacement for any Lien imposed permitted by ERISA; (iv) Liens on deposits to secure performance any of bids or performance bonds and other similar Liensthe preceding clauses, provided that, in the ordinary course case of business; a Lien permitted under clauses (va), (b) or (d) above, the amount of Indebtedness secured is not increased nor the Lien extended to any additional assets. Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title theretoaddition to those permitted by this Section 6.09, and other minor refinance, renew, restructure, substitute, extend, modify, or replace those Liens, provided, none ; provided that at the time of and after giving effect to the creation or assumption of such Liens in the reasonable opinion or such refinancing, renewal, restructuring, substitution, extension, modification or replacement thereof, Exempted Debt does not exceed 15% of the Company interferes materially with the use of the affected property in the ordinary conduct of the business Consolidated Tangible Assets of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 2 contracts

Samples: Indenture (Concentrix Corp), Indenture (Concentrix Corp)

Restrictions on Liens. The Company will shall not, and will not causenor shall it permit any Subsidiary to, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien of any kind upon any of its property or assets of any character character, whether now owned or hereafter acquiredacquired or sell, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except as follows (the Company and any Subsidiary of the Company may create or incur“Permitted Liens”): Waste Connections, or cause, permit, or suffer to be created or incurred or to exist:Inc. Note Purchase Agreement (a) Liens (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges or (ii) on properties to secure claims for labor, material or supplies, in each case, in respect of obligations not overdue or which that are being contested in good faith and by appropriate proceedings diligently conducted(provided that, if the obligation with respect to which any such Lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Company or its applicable Subsidiary shall have set aside on their books adequate reserves are maintained in accordance with GAAPrespect thereto); (b) deposits or pledges made in connection with, or to secure payment or performance of, or the provision of services by, the Company or any of its Subsidiaries to a customer, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations other than any Lien imposed by ERISA and not permitted pursuant to Section 10.7; (c) Liens in respect of judgments or awards (i) which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company or its applicable Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Company or such Subsidiary maintains adequate reserves or (ii) statutory that secure judgments for the payment of money not constituting an Event of Default under Section 11(i); (d) Liens of carriers, warehousemen, mechanicsrepairmen, supplierslandlords, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessLiens, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, provided that such Liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the Company or its applicable Subsidiary in good faith and by appropriate proceedings diligently conducted, and if the Company or such Subsidiary shall have set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto as required by GAAP and provided further that the Company or such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such Lien; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which the Company or any Subsidiary is a party, and other minor Liens, provided, Liens none of such Liens which in the reasonable opinion of the Company or such Subsidiary interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiariesor such Subsidiary, which defects do not individually or in the aggregate have a Material Adverse Effect; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xif) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness permitted under Section 10.1(e) incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities lease or acquisition of property or fixed assets or industrial bond financings, provided that such Liens shall encumber only the Broker-Dealer Subsidiariesproperty or assets so acquired or financed and shall not exceed the purchase price thereof; Waste Connections, Inc. Note Purchase Agreement (g) Liens, whether created by contract, law, regulation or ordinance, securing Indebtedness permitted by Sections 10.1(c), (f) or (h); provided that any security granted therefor is limited to (i) rights to payment under, and use of equipment or related assets to perform, the contracts to which such guaranty, suretyship or bond obligations relate or is otherwise on terms (including subordination terms) permitted pursuant to the Bank Credit Agreement, (ii) Liens arising under the laws of suretyship and (iii) similar Liens granted in favor of municipalities or other governmental entities pursuant to any Municipal Contract; provided, that such Liens (A) encumber only the containers, bins, carts and vehicles used in connection with such Municipal Contract and (B) are promptly released as soon as such release is not prohibited under the terms of such Municipal Contract; (xiiih) Liens in favor of the Administrative Agent or any Bank to secure the Obligationslisted on Schedule 10.2 hereto; (xivi) Liens arising securing Indebtedness permitted under Section 10.1(i) in the form of L/C Supported IRBs; (j) Liens securing deposits made on account of liabilities to insurance carriers under insurance or self-insurance arrangements; (i) Liens granted to a Receivables SPV in connection with a Permitted Receivables Transaction and securing Indebtedness of the Company and its Subsidiaries existing as of the date of the Assumption Agreement and listed on Schedule 2 to the Assumption Agreement in connection therewith and (ii) Liens of a Receivables SPV securing Indebtedness of such Receivables SPV permitted by virtue Section 10.1(m); provided, in the case of Uniform Commercial Code financing statement filings clauses (i) and (ii), that such Liens attach only to the accounts receivable which are the subject of such Indebtedness and to the Equity Interests of the Receivables SPV; (l) Liens granted in connection with secured Indebtedness incurred pursuant to Sections 10.1(a) or similar filings (b); provided that no such Liens may secure any Indebtedness under applicable lawany Material Credit Facility unless effective provision is made whereby the Notes will be equally and ratably secured with any and all such Indebtedness thereby secured pursuant to customary documentation reasonably satisfactory to the Required Holders; (m) regarding operating leases entered into good faith deposits in connection with bids, tenders and contracts, deposits to secure public or statutory obligations and deposits to secure surety or appeal bonds or import duties or other obligations and arrangements described in Section 10.1(f), in each case incurred in the ordinary course of business; (xvn) Liens incurred in the ordinary course of business relating to banker’s Liens, rights of set set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institutions institution; (o) any Liens related to a sale and leaseback transaction permitted pursuant to Section 10.5; Waste Connections, Inc. Note Purchase Agreement (p) any Lien on cash or cash equivalents arising from any escrow or cash collateral account for the benefit of any hedge bank or other swap counterparty in connection with the ordinary course incurrence of businessIndebtedness permitted by Section 10.1(g) with respect to a Subsidiary of the Company that is not a Subsidiary Guarantor; and (xviq) Liens (in addition any cash collateral required to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for be delivered by or on behalf of the Company and all pursuant to Section 2.18 of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Bank Credit Agreement.

Appears in 2 contracts

Samples: Assumption and Exchange Agreement (Waste Connections US, Inc.), Assumption and Exchange Agreement (Waste Connections, Inc.)

Restrictions on Liens. The Company will notNeither Borrower will, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse; or (f) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits either Borrower from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investmentpursuant to the Security Documents; provided that the Company such Borrower and any Subsidiary of the Company such Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties other than Real Estate to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (ii) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iii) liens on properties other than Real Estate in respect of judgments or awards, the Indebtedness with respect to which is permitted by ss.9.1(d); (iv) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties other than Real Estate, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of businessoverdue; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which such Borrower or a Subsidiary of such Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company such Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of such Borrower individually or of such Borrower and its Subsidiaries on a consolidated basis; (vi) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 9.2 hereto; (vii) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property other than Real Estate acquired after the Closing Date date hereof to secure purchase money Indebtedness of the type and set forth on Schedule 7.3;amount permitted by ss.9.1(g), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; and (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Lenders and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)under the Loan Documents.

Appears in 2 contracts

Samples: Credit Agreement (Starter Corp), Credit Agreement (Starter Corp)

Restrictions on Liens. The Company will not, and Borrower will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to Bairnco or any Bairnco Subsidiary to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredtheir respective Property, or upon the income or profits therefrom; (bii) transfer any of such property or assets Property or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness Debt or performance of any other obligation in priority to payment of its general creditors; (ciii) 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, device or arrangement; (div) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness Debt or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Bairnco and any Bairnco Subsidiary of the Company may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist (the "PERMITTED LIENS"): (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiib) Liens arising out of deposits or pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, workmen's compensation, unemployment insurance and insurance, old age pensions or other social security legislation, other than any Lien imposed by ERISAobligations; (ivc) Liens liens on deposits properties in respect of judgments or awards, the Debt with respect to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of businesswhich is permitted by Section 8.2(f); (vd) Liens encumbrances on Real Estate real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Bairnco or any Bairnco Subsidiary is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Lender interferes materially with the use of the Property affected property in the ordinary conduct of the business of the Company such Loan Party, which defects do not individually or in the aggregate have a Material Adverse Effect on the business of such Loan Party individually or of Bairnco and its Subsidiariesany Bairnco Subsidiary on a consolidated basis; (vie) purchase money security interests incurred in the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeordinary course; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xif) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only Senior Debt under the Indebtedness incurred to purchase such asset;Existing Senior Facility. (xiig) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the securing Plan Waiver Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvih) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Bridge Facility.

Appears in 2 contracts

Samples: Subordinated Loan and Security Agreement (Steel Partners Ii Lp), Subordinated Loan and Security Agreement (WHX Corp)

Restrictions on Liens. The Company US Guarantor will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an InvestmentInvestment permitted under Section 7.4; provided that the Company US Guarantor and any Subsidiary of the Company US Guarantor may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company US Guarantor interferes materially with the use of the affected property in the ordinary conduct of the business of the Company US Guarantor and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company US Guarantor or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company US Guarantor or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company US Guarantor securing Indebtedness owing by such Subsidiary to the Company US Guarantor or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company US Guarantor or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company US Guarantor or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvixiv) Liens (in addition to those specified in clauses (i) through (xvxiii) above) securing Indebtedness in an aggregate amount for the Company US Guarantor and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit --------------------- any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; or (vi) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than a transfer in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or assignment such Subsidiary in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; the ordinary course of its business, provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, incur or cause, permit, or -------- suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiic) Liens arising out of deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or deposits in the ordinary course of business made in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, obtained in the ordinary course of business; (vd) Liens liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 10.2 -------- ---- hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by (S)10.1(d), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiariesreal or personal property so acquired and liens in favor of lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by (S)10.1(d) hereof; (xiiii) Liens liens in favor of the Administrative Agent or any Bank to secure for the Obligations; (xiv) Liens arising by virtue benefit of Uniform Commercial Code financing statement filings (or similar filings the Banks and the Agent under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessLoan Documents; and (xvij) Liens liens to secure Indebtedness of the type and amount permitted by (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingS)10.1(g).

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)

Restrictions on Liens. The Company will not, and will not causepermit any Restricted Subsidiary to, permitissue, assume or suffer guarantee any of its Consolidated Subsidiaries indebtedness for money borrowed (herein referred to as “Debt”) if such Debt is secured by any mortgage, security interest, pledge, lien or other encumbrance (aherein referred to as a “mortgage”) create or incur, or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any Operating Property of its property the Company or assets any Restricted Subsidiary or any shares of stock or Debt of any character Restricted Subsidiary, whether now owned at the date of the issuance of the Notes or hereafter thereafter acquired, or upon without effectively securing the income or profits therefrom; Notes equally and ratably with such Debt for at least the period such other Debt is so secured unless, after giving effect thereto, the aggregate amount of all Debt so secured (bnot including Debt permitted in clauses (1) transfer any through (7) in the following sentence), together with all Attributable Debt in respect of Sale and Leaseback Transactions involving Operating Properties pursuant to clause (2) of Section 5.02 in existence at such property or assets or the income or profits therefrom time would not exceed 15% of Consolidated Net Tangible Assets. The foregoing restriction does not apply to, and therefore shall be excluded in computing secured Debt 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) acquiresuch restriction, 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existDebt secured by: (i1) Liens imposed by Government Mandate to secure taxesmortgages on Operating Property, assessmentsshares of stock or Debt of any entity existing at the time such entity becomes a Restricted Subsidiary, and other government charges provided that such mortgages are not incurred in respect anticipation of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPsuch entity’s becoming a Restricted Subsidiary; (ii2) statutory Liens mortgages on Operating Property, shares of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in stock or Debt existing at the ordinary course time of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased acquisition thereof by the Company or one a Restricted Subsidiary or mortgages thereon to secure the payment of its Subsidiariesall or any part of the purchase price thereof, as lesseeor mortgages on Operating Property, shares of stock or Debt to secure any Debt incurred prior to, at the time of, or within 180 days after, the latest of the acquisition thereof or, in the case of Operating Property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such Operating Property for the purpose of financing all or any part of the purchase price thereof, such construction or the making of such improvements; (vii3) Liens outstanding on mortgages to secure Debt owing to the Closing Date and set forth on Schedule 7.3Company or to a Restricted Subsidiary; (viii4) Liens in favor mortgages on Operating Property, shares of either stock or Debt existing at the date of the initial issuance of the Notes; (5) mortgages on Operating Property, shares of stock or Debt of a Person existing at the time such Person is merged into or consolidated with the Company or a Consolidated Restricted Subsidiary on all or part at the time of a sale, lease or other disposition of the assets properties of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary a Person as an entirety or substantially as an entirety to the Company or such Consolidated a Restricted Subsidiary, as the case may beprovided that such mortgage was not incurred in anticipation of such merger or consolidation or sale, lease or other disposition; (ix6) Liens mortgages on interests Operating Property, shares of the Company stock or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens Debt in favor of the Administrative Agent United States or any Bank state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the Obligations;purpose of financing all or any part of the purchase price or the cost of constructing or improving the Operating Property subject to such mortgages; or (xiv7) Liens arising by virtue extensions, renewals or replacements, in whole or in part, of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into any mortgage referred to in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in foregoing clauses (i1) through (xv) above) securing Indebtedness in an aggregate amount for 6), provided, however, that the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the principal amount of any Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)extension, renewal or replacement.

Appears in 2 contracts

Samples: Seventh Supplemental Indenture (Ecolab Inc.), Supplemental Indenture (Ecolab Inc.)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create So long as any Securities are outstanding, the Company will not issue, assume, guarantee or incurpermit to exist after the Release Date any Debt secured by any Lien on any Operating Property of the Company, whether owned at the date of this Indenture or causethereafter acquired, permitwithout in any such case effectively securing the outstanding Securities (together with, or suffer to be created or incurred or to existif the Company shall so determine, any Lien upon other Debt of or guaranteed by the Company ranking equally with, the Securities) equally and ratably with such Debt (but only so long as such Debt is so secured); PROVIDED, HOWEVER, that the foregoing restriction shall not apply to Debt secured by any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existfollowing: (i) Liens imposed by Government Mandate on any Operating Property existing at the time of acquisition thereof (which Liens may also extend to secure taxessubsequent repairs, assessments, alterations and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPimprovements to such Operating Property); (ii) statutory Liens on operating property of carriersa corporation existing at the time such corporation is merged into or consolidated with the Company, warehousemenor at the time of a sale, mechanicslease, suppliers, laborers, and materialmen, and or other like Liens in disposition of the ordinary course properties of business, in each case in respect of obligations not overdue for such corporation or a period of more than 30 days division thereof as an entirety or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPsubstantially as an entirety to the Company; (iii) Liens arising out on Operating Property to secure all or part of pledges the cost of acquiring, constructing, developing, or deposits in substantially repairing, altering, or improving such property, or to secure indebtedness incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such Liens are created or assumed contemporaneously with, or within eighteen (18) months after, such acquisition or the ordinary course completion of business in connection with workers’ compensationconstruction, unemployment insurance and other social security legislationdevelopment, other than any Lien imposed by ERISAor substantial repair, alteration or improvement; (iv) Liens on deposits in favor of any State, or any department, agency, or instrumentality or political subdivision of any State, or for the benefit of holders of securities issued by any such entity (or providers of credit enhancement with respect to such securities), to secure performance any Debt (including, without limitation, obligations of bids the Company with respect to industrial development, pollution control or performance bonds and other similar Liensrevenue bonds) incurred for the purpose of financing all or any part of the purchase price or the cost of constructing, in developing, or substantially repairing, altering, or improving Operating Property of the ordinary course of businessCompany; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its SubsidiariesAny Lien created by any Substituted Mortgage Indenture securing Substituted Collateral Bonds; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company Any extension, renewal or one of its Subsidiariesreplacement (or successive extensions, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens renewals, or replacements), in favor of either the Company whole or a Consolidated Subsidiary on all or part of the assets in part, of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary Lien referred to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in foregoing clauses (i) through to (xvv), inclusive; PROVIDED, HOWEVER, that the principal amount of Debt secured thereby and not otherwise authorized by said clauses (i) aboveto (v), inclusive, shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, or replacement, so secured at the time of such extension, renewal, or replacement. (b) securing Indebtedness Notwithstanding the provisions of Section 11.10(a), the Company may issue, assume, or guarantee Debt, or permit to exist after the Release Date any Debt, in each case, secured by Liens which would otherwise be subject to the restrictions of Section 11.10(a) up to an aggregate principal amount for that, together with the principal amount of all other Debt of the Company secured by Liens (other than Liens permitted by Section 11.10(a) that would otherwise be subject to any of the foregoing restrictions) and the Value of all of its Consolidated Subsidiaries taken together not Sale and Lease-Back Transactions in excess of $80,000,000 outstanding existence at any point in such time (but excluding from other than (i) any Sale and Lease-Back Transaction that, if such Sale and Lease-Back Transaction had been a Lien, would have been permitted by Section 11.10(a), (ii) Sale and Lease-Back Transactions permitted by Section 11.11 because the amount commitment by or on behalf of any such Indebtedness that portion which is fully covered by insurance the purchaser was obtained no later than eighteen (18) months after the later of events described in (i) or (ii) of Section 11.11, and (iii) Sale and Lease-Back Transactions as to which application of amounts have been made in accordance with clause (z) of Section 11.11), does not at the insurance company has acknowledged time exceed the greater of ten percent (10%) of Net Tangible Assets or ten percent (10%) of Capitalization. (c) If the Company shall issue, assume, or guarantee any Debt secured by any Lien and if Section 11.10 (a) requires that the outstanding Securities be secured equally and ratably with such Debt, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the outstanding Securities and deliver the same to the Administrative Agent its coverage obligation in writing).Trustee along with:

Appears in 2 contracts

Samples: Indenture (Wisconsin Public Service Corp), Indenture (Wisconsin Public Service Corp)

Restrictions on Liens. The Company will not, and will not causepermit any Subsidiary (other than any Foreign Subsidiary) to, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; or (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvencysell, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse, other than a transfer recourse (except the conversion or assignment exchange of accounts receivable into or for notes receivable in connection with a Disposition the compromise or collection thereof, or as otherwise permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investmentby 10.5.2); provided that the Company and or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations or claims for labor, material or supplies, but only to the extent that and so long as the payment thereof shall not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained at the time be required to be made in accordance with GAAP9.9 hereof; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days deposits or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, worker's compensation, unemployment insurance and insurance, old age pensions or other social security legislationor insurance-related obligations, or to secure the performance of bids, tenders, contracts (other than any Lien imposed by ERISA; those relating to borrowed money) or leases (iv) Liens on deposits other than Capitalized Leases), or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance of bids or performance bonds and other similar Liens, bonds or obligations required in the ordinary course of business; (iii) Liens in respect of judgments or awards that have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or the appropriate Subsidiary of the Company shall at the time in good faith be prosecuting an appeal or a proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the ordinary course of business, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue or being contested in good faith by appropriate proceedings, with respect to which obligations the Company has set aside on its books reserves in accordance with GAAP; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Company or a Subsidiary of the Company is a party, and other minor Liens, provided, none of such Liens which in the reasonable opinion of the Company interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries, which defects do not individually or in the aggregate have a material adverse effect on the business of the Hasbro Companies, considered as a whole; (vi) Liens consisting of purchase money security interests in or purchase money mortgages on real or personal property acquired after the rights date hereof to secure purchase money Indebtedness incurred in connection with the acquisition of such property or Capitalized Leases, which Liens cover only the real or personal property so acquired or leased provided that the aggregate amount of Indebtedness secured by such Liens and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeCapitalized Leases does not exceed $50,000,000 outstanding at any time; (vii) Liens outstanding existing on the Closing Date date hereof and set forth listed on Schedule 7.310.2 hereto; (viii) Liens securing the Secured Obligations in favor of either the Company or a Consolidated Subsidiary on all or part Agent for the benefit of the assets of any Subsidiary of Banks and the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may beAgent; (ix) Liens on interests the property or assets of a Person which becomes a Subsidiary of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for after the performance by the Company or its Subsidiaries of their obligations in respect date hereof securing Indebtedness of such partnership Subsidiary permitted under 10.1 provided that (i) such Liens existed at the time such Person became such a Subsidiary and were not created in anticipation thereof and (ii) any such Lien is not spread to cover any property or joint ventureassets of such Person after the time such person becomes a Subsidiary; (x) UCC notice filings Liens (not otherwise permitted hereunder) which secure obligations not exceeding $15,000,000 in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device)aggregate amount at any time outstanding; (xi) Liens securing purchase money existing on assets or properties at the time of the acquisition thereof by the Company or any Subsidiary of the Company which were not created in anticipation of the acquisition thereof by the Company or such Subsidiary, and which do not materially interfere with the use, occupancy, operation and maintenance of the property or assets subject thereto or extend to or cover any assets or property of the Company or such Subsidiary other than the assets or property being acquired or secure any Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetnot permitted under 10.1; (xii) Liens incurred any encumbrance or otherwise arising in connection restriction (including, without limitation, put and call agreements and transfer restrictions, but not pledges) with respect to the Securities Trading Activities Capital Stock of any joint venture or similar arrangement created pursuant to the Broker-Dealer Subsidiaries;joint venture or similar agreements with respect to such joint venture or similar arrangement; and (xiii) Liens in favor a Lien on the shares of Capital Stock of Infogrames and other Collateral covered by the Administrative Agent or any Bank Company Stock Pledge Agreement to secure the Company's obligations under a collar or other hedging agreement between the Company and a third party reasonably satisfactory to the Agent to hedge against fluctuations in the price of such shares provided that (A) such agreement is on terms and conditions reasonably satisfactory to the Agent, (B) such Lien is limited to the Collateral covered by the Company Stock Pledge Agreement, and (C) the Agent, for the benefit of the holders of Secured Obligations; , has (xivx) a perfected second priority security interest in and Lien upon such shares (subject to Permitted Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings entitled to priority under applicable law) regarding operating leases entered into and (y) a perfected security interest in the ordinary course of business; (xv) banker’s Liens, Company's rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any under such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)agreement.

Appears in 2 contracts

Samples: Line of Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided PROVIDED that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iib) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 10.1(d); (d) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vif) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on SCHEDULE 10.2 hereto; (viig) Liens outstanding liens and encumbrances on each Mortgaged Property as and to the Closing Date and set forth on Schedule 7.3extent permitted by the Mortgage applicable thereto; (viiih) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company liens securing Indebtedness owing by such Subsidiary permitted pursuant to the Company Sections 10.1(g), (j), (m) or such Consolidated Subsidiary, as the case may be;(n); and (ixi) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of the Administrative Agent or any Bank to secure for the benefit of the Banks securing the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Restaurant Co), Revolving Credit Agreement (Perkins Finance Corp)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Reorganization, Acquisition or Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens Xxxxx imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each (iii) 52 AMERICAS/2023306744.4 case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)

Restrictions on Liens. The Company will not, and will not causedirectly or indirectly, permit, or suffer any of its Consolidated Subsidiaries to (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any encumbrance, mortgage, pledge, lien, charge or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or (bii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purpose purposes of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (civ) acquire, acquire or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device, device or arrangementarrangement (including a Capitalized Lease); or (dv) suffer to exist any Indebtedness or claim or demand for a period of time such that more than thirty (30) days after the same shall have been incurred any Indebtedness against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (evi) sell, assign, pledge, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, or chattel paper, or instruments, with or without recourserecourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided however, that the Company and any Subsidiary of the Company may create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist the following Liens, which shall be "Permitted Liens": 7.7.1. Liens which secure the Loan Obligations. 7.7.2. With respect to property of the Company existing or created at the time of acquisition thereof, and the renewal, extension and refunding of any such Lien in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that the principal amount of Indebtedness (iincluding Indebtedness in respect of Capitalized Lease Obligations) secured by each such Lien in each item of property shall not exceed the cost (including all such Indebtedness secured thereby, whether or not assumed) of the item subject thereto and such Lien shall attach solely to the particular item of property so acquired; and provided, further, that the aggregate principal amount of all such Indebtedness shall not exceed the amount permitted by Section 7.5.2 hereof. 7.7.3. Deposits or pledges made in connection with, or to secure payment of, indemnity, performance or similar bonds permitted by Section 7.6.1 hereof. 7.7.4. Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government governmental charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens claims of carriers, warehousemen, mechanicsmechanics and materialmen and similar claims for labor, suppliersmaterial or supplies to the extent that payment thereof shall not at the time be required to be made in accordance with Section 7.1 hereof. 7.7.5. Deposits or pledges made in connection with, laborersor to secure payment of, and materialmenworkers' compensation, and other like unemployment insurance, or in connection with contests to the extent that payment thereof shall not at that time be required to be made in accordance with Section 7.1 hereof. 7.7.6. Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days judgments or which awards to the extent that such judgments or awards are being contested in good faith and permitted as Indebtedness by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;Section 7.5.4 hereof. (iii) Liens arising out of pledges or deposits 7.7.7. Encumbrances in the ordinary course nature of business in connection with workers’ compensationzoning restrictions, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights or restrictions of way, zoning restrictions, restrictions record on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 2 contracts

Samples: Loan Agreement (Enstar Income Program Iv-1 Lp), Loan Agreement (Enstar Income Program Iv-2 Lp)

Restrictions on Liens. The Company Such Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company such Borrower and any its Subsidiary of the Company may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of such Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Government Mandate Subsidiaries of such Borrower to such Borrower; (ii) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iiiii) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by ss.9.1(d); (v) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which such Borrower or a Subsidiary of such Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company such Borrower and its Subsidiaries; (vi) , which defects do not individually or in the rights aggregate have a materially adverse effect on the business of such Borrower individually or of the Borrowers and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseetheir Subsidiaries on a consolidated basis; (vii) Liens outstanding liens existing on the Closing Date date hereof and set forth listed on Schedule 7.39.2 hereto and liens granted to BankBoston, N.A. London Branch to secure the Indebtedness permitted by ss.9.1(k)(i); (viii) Liens purchase money security interests in favor of either or purchase money mortgages on real or personal property acquired after the Company or a Consolidated Subsidiary on all or part date hereof to secure purchase money Indebtedness of the assets type and amount permitted by ss.9.1(g), incurred in connection with the acquisition of any Subsidiary of such property, which security interests or mortgages cover only the Company securing Indebtedness owing by such Subsidiary to the Company real or such Consolidated Subsidiary, as the case may bepersonal property so acquired; (ix) Liens liens on interests office equipment of the Company or any of its Subsidiaries existing on the Closing Date but not set forth on Schedule 9.2 provided such liens do not secure Indebtedness in partnerships or joint ventures consisting excess of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants $25,000 in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;aggregate; and (x) UCC notice filings liens in connection with non-recourse sales respect of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred Capitalized Leases permitted pursuant to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingss.9.1(f).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Genrad Inc), Revolving Credit Agreement (Genrad Inc)

Restrictions on Liens. The Company will not, and will not causedirectly or indirectly, permit, or suffer any of its Consolidated Subsidiaries to (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any encumbrance, mortgage, pledge, lien, charge or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or (bii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purpose purposes of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (civ) acquire, acquire or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device, device or arrangementarrangement (including a Capitalized Lease); or (dv) suffer to exist any Indebtedness or claim or demand for a period of time such that more than thirty (30) days after the same shall have been incurred any Indebtedness against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (evi) sell, assign, pledge, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, or chattel paper, or instruments, with or without recourserecourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided however, that the Company and any Subsidiary of the Company may create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist the following Liens, which shall be "Permitted Liens": 7.7.1. Liens which secure the Loan Obligations. 7.7.2. With respect to property of the Company existing or created at the time of acquisition thereof, and the renewal, extension and refunding of any such Lien in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that the principal amount of Indebtedness (iincluding Indebtedness in respect of Capitalized Lease Obligations) secured by each such Lien in each item of property shall not exceed the cost (including all such Indebtedness secured thereby, whether or not assumed) of the item subject thereto and such Lien shall attach solely to the particular item of property so acquired; and provided, further, that the aggregate principal amount of all such Indebtedness shall not exceed the amount permitted by Section 7.5.2 hereof. 7.7.3. Deposits or pledges made in connection with, or to secure payment of, indemnity, performance or similar bonds permitted by Section 7.6.1 hereof. 7.7.4. Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government governmental charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens claims of carriers, warehousemen, mechanicsmechanics and materialmen and similar claims for labor, suppliersmaterial or supplies to the extent that payment thereof shall not at the time be required to be made in accordance with Section 7.1 hereof. 7.7.5. Deposits or pledges made in connection with, laborersor to secure payment of, and materialmenworkers' compensation, and other like unemployment insurance, or in connection with contests to the extent that payment thereof shall not at that time be required to be made in accordance with Section 7.1 hereof. 7.7.6. Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days judgments or which awards to the extent that such judgments or awards are being contested in good faith and permitted as Indebtedness by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;Section 7.5.4 hereof. (iii) Liens arising out of pledges or deposits 7.7.7. Encumbrances in the ordinary course nature of business in connection with workers’ compensationzoning restrictions, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights or restrictions of way, zoning restrictions, restrictions record on the use of real property, defects property and irregularities in the title thereto, landlord's and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors lessor's liens under leases of Real Estate leased by the Company or one movable and immovable property, liens of its Subsidiaries, as lessee; (vii) Liens outstanding utilities under pole rental and similar agreements on the Closing Date cables and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).other

Appears in 2 contracts

Samples: Loan Agreement (Enstar Income Growth Program Six a L P), Loan Agreement (Enstar Income Growth Program Six B L P)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit --------------------- any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than a transfer in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or assignment such Subsidiary in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; the ordinary course of its business, provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, incur or cause, permit, or -------- suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or deposits in the ordinary course of business made in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, obtained in the ordinary course of business; (iv) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; (vi) , which defects do not individually or in the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeaggregate have a Material Adverse Effect; (vii) Liens outstanding liens existing on the Closing Date date hereof and set forth listed on Schedule 7.310.2 -------- ---- hereto; (viii) Liens purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)10.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of either the Company or a Consolidated Subsidiary lessors under Capitalized Leases on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing subject to Capitalized Leases permitted by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be(S)10.1(d) hereof; (ix) Liens on interests liens in favor of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security Agent for the performance by benefit of the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;Banks and the Agent under the Loan Documents; and (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money liens to secure Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; type and amount permitted by (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingS)10.1(g).

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)

Restrictions on Liens. The Company No Credit Party will notdirectly or indirectly, and will not causecreate, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, assume or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character their respective Properties whether now owned or hereafter acquired, except for: (a) Liens for taxes, assessments or upon governmental charges or claims the income or profits therefrom; payment of which is not at the time required by Section 9.2; (b) transfer any statutory Liens of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedlandlords, if adequate reserves are maintained in accordance with GAAP; (ii) statutory any, Liens of carriers, warehousemen, mechanics, suppliersmaterialmen, laborers, and materialmenif any, and other like Liens imposed by law incurred in the ordinary course of business, in each case in respect for sums the payment of obligations which is not overdue for a period of more than 30 days or which are being contested in good faith and at the time required by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPSection 9.2; (iiic) Liens arising out (other than any Lien imposed by ERISA, and other than any Lien securing an obligation for the payment of pledges borrowed money) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers' compensation, unemployment insurance and other types of social security legislationsecurity, other than any Lien imposed by ERISA; (iv) Liens on deposits or to secure the performance of bids or tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar Liensobligations; provided, in that no such Lien shall be permitted to the ordinary course extent it encumbers any real Property of businessany Credit Party; (vd) any attachment or judgment Lien (including judgment or appeal bonds) which shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or which shall have been discharged within 30 days after the expiration of any such stay or which is being diligently contested in good faith so long as a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor; provided that such Liens on Real Estate consisting of shall not in any event exceed $100,000 in the aggregate at any time outstanding; (e) zoning restrictions, easements, rights of waylicenses, zoning restrictionsreservations, restrictions on the use of real propertyProperty or minor irregularities incident thereto (and, defects with respect to leasehold interests, Liens and irregularities other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the leased Property and arise by, through or under or are asserted by a landlord or owner of the leased Property, with or without consent of the lessee) which (i) in the title theretocase of any such Lien encumbering real Property of a Credit Party which is not also encumbered by a Mortgage, were not incurred in connection with the borrowing of money and other minor Liens, provided, none of such Liens which do not in the reasonable opinion aggregate materially detract from the value of the Company interferes materially with Property of any Credit Party or impair the use of such Property for the affected property purposes for which such Property is held by such Credit Party, or (ii) in the ordinary conduct case of the business of the Company and its Subsidiariesany such Lien encumbering real Property which is also encumbered by a Mortgage, constitute Permitted Exceptions (as defined in such Mortgage); (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (viif) Liens outstanding (including Liens created pursuant to Capitalized Leases) existing on the Closing Date and set forth on described in Schedule 7.3; 4.10A hereto (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary each case after giving effect to the Company or such Consolidated SubsidiaryTransactions contemplated to occur on the Closing Date, as but excluding in any event Liens securing Non-Continuing Indebtedness which Liens shall be fully terminated and released on the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security deviceClosing Date); (xig) Liens securing (including Liens created pursuant to Capitalized Leases) in respect of personal Property acquired by any Credit Party after the Closing Date, which Liens exist or are created at the time of acquisition of such Property or within six months thereafter, to secure Indebtedness permitted by Section 10.1(e) which is assumed or incurred to finance all or any part of the purchase money Indebtedness so long as price of acquisition of such Liens are only on the asset acquired with Property, but any such purchase money Indebtedness and secure Lien shall cover only the Indebtedness incurred to purchase such asset; Property so acquired and any improvements thereto, and may not exceed the lesser of (xiix) Liens incurred or otherwise arising in connection with the Securities Trading Activities 100% of the Broker-Dealer Subsidiaries; Fair Market Value of such Property or (xiiiy) Liens in favor the purchase price of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businesssuch acquisition; and (xvih) the Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for created by the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Security Documents.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Easyriders Inc), Note and Warrant Purchase Agreement (Easyriders Inc)

Restrictions on Liens. (a) The Company will not, and will not causepermit any Restricted Subsidiary of the Company to, permitIncur any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is owned at the date of the Indenture or thereafter acquired, without in any such case effectively providing that all the Securities will be directly secured equally and ratably with such Lien. (b) The foregoing restrictions will not apply to: (1) the Incurrence of any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or suffer within 120 days thereafter, to secure or provide for the payment or financing of any part of its Consolidated Subsidiaries to (a) create or incurthe purchase price thereof, or cause, permit, or suffer to be created or incurred or to exist, the assumption of any Lien upon any shares of its property stock, Indebtedness or assets other obligations of a Subsidiary or any Principal Property acquired after the date of the Indenture existing at the time of such acquisition, or the acquisition of any character whether now owned shares of stock, Indebtedness or hereafter acquiredother obligations of a subsidiary or any Principal Property subject to any Lien without the assumption thereof, or upon the income or profits therefrom; PROVIDED that every such Lien referred to in this clause (b1) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same shall attach only to the payment shares of stock, Indebtedness or performance other obligations of a Subsidiary or 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Principal Property so acquired and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPfixed improvements thereon; (ii2) statutory Liens any Lien on any shares of carriersstock, warehousemen, mechanics, suppliers, laborers, and materialmen, and Indebtedness or other like Liens in obligations of a Subsidiary or any Principal Property existing at the ordinary course date of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPthe Indenture; (iii3) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance any shares of bids stock, Indebtedness or performance bonds and other similar Liens, in the ordinary course obligations of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company a Subsidiary or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens any Principal Property in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint ventureany Restricted Subsidiary; (x4) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device)any Lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (xi5) Liens securing purchase money any Lien on shares of stock, Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising other obligations of a Subsidiary or any Principal Property Incurred in connection with the Securities Trading Activities issuance of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businesstax exempt government obligations; and (xvi6) any renewal of or substitution for any Lien permitted by any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien permitted under clause (1), (2) or (4), the debt secured is not increased nor the Lien extended to any additional assets. (c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or assume Liens (in addition to those specified in permitted by clauses (i1) through (xv6), and renew, extend or replace such Liens, provided that at the time of such creation, assumption, renewal, extension or replacement of such Lien, and after giving effect thereto, together with any sale and leaseback transactions permitted under Section 1006(b) abovehereof, Exempted Debt does not exceed 20% of Consolidated Net Tangible Assets. (d) securing For the purposes of this Section 1005 and Section 1006, the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the creation of Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged equal to the Administrative Agent its coverage obligation in writing)principal amount guaranteed or secured by such Lien.

Appears in 2 contracts

Samples: Indenture (Republic Services Inc), Indenture (Republic Services Inc)

Restrictions on Liens. The Company Parent and each of the Borrowers will not, and the Parent will not cause, permit, or suffer permit any of its Consolidated other Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (d) suffer to exist for a period of more than sixty (60) days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse; or (f) enter into or permit to remain in effect any agreement by which such Person agrees not to encumber, other than mortgage, pledge, restrict or grant a transfer or assignment security interest in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; any of its assets, provided that the Company Parent, each of the Borrowers and any other Subsidiary of the Company Parent may create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any one or more of the following Permitted Liens: (i) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies or other Vessel operating expenses in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (ii) deposits or pledges made in connection with, or to secure payment of, payroll taxes, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iii) deposits to secure the performance of bids, trade contracts, leases, statutory Liens obligations, surety and performance bonds and other obligations of a similar nature, in each case made or incurred in the ordinary course of business and in respect of obligations which are not overdue; (iv) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by (S)9.1(d) hereof; (v) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which such Person is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Person interferes materially with the use of the property affected property in the ordinary conduct of the business of such Person, which defects do not individually or in the Company aggregate have a materially adverse effect on the business of the Parent and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) Liens liens outstanding on the Closing Date and listed on Schedule 9.2 attached hereto and liens securing replacement or refinancing Indebtedness permitted pursuant to (S)9.1(f), provided that (i) such liens do not extend to any property of such Person not previously subject to a lien securing the Indebtedness set forth on Schedule 7.39.2 hereto; and (ii) after giving effect to incurrence of such lien no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance with the borrowing limitations set forth in (S)2.1; (viii) Liens security interests in favor of either and mortgages or negative pledges on real or personal property acquired or constructed after the Company Closing Date and liens on assets acquired subject to such liens or a Consolidated Subsidiary on all or part negative pledges, to secure Indebtedness of the assets type and amount permitted by (S)9.1(g) hereof, incurred or assumed in connection with the acquisition of any Subsidiary of such property, which security interests, mortgages or negative pledges cover only the Company securing Indebtedness owing by real or personal property so acquired (and the accounts, contracts and insurance proceeds associated with such Subsidiary to the Company or such Consolidated Subsidiary, as the case may beproperty); (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of the Administrative Agent or any Bank to secure for the Obligations; (xiv) Liens arising by virtue benefit of Uniform Commercial Code financing statement filings (or similar filings the Banks and the Agent under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessLoan Documents; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Trico Marine Services Inc), Revolving Credit Agreement (Trico Marine Services Inc)

Restrictions on Liens. The Company will Borrower shall not, and will not causenor shall it permit any Subsidiary to, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien of any kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, which sale, assignment, pledge or other than transfer gives rise to a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that Lien, except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:“Permitted Liens”): (a) Liens (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges or (ii) on properties to secure claims for labor, material or supplies, in each case, in respect of obligations not overdue or which that are being contested in good faith and by appropriate proceedings diligently conducted(provided that, if adequate reserves are maintained in accordance the obligation with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or to which are any such Lien arises is being contested in good faith and by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings diligently conducted, if as long as the Borrower or its applicable Subsidiary shall have set aside on their books adequate reserves are maintained in accordance with GAAPrespect thereto); (iiib) Liens arising out of deposits or pledges or deposits made in the ordinary course of business in connection with workers’ workmen’s compensation, unemployment insurance and insurance, old age pensions or other social security legislation, obligations (other than any Lien (i) imposed by ERISAEXXXX and not permitted pursuant to Section 7.07 or (ii) arising pursuant to Applicable Canadian Pension Legislation and not permitted pursuant to Section 7.18); (ivc) Liens on deposits to in respect of judgments or awards (i) which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or its applicable Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower or such Subsidiary maintains adequate reserves or (ii) that secure performance judgments for the payment of bids or performance bonds money not constituting an Event of Default under Section 8.01(i); (d) Liens of carriers, warehousemen, maritime, repairmen, landlords, mechanics and materialmen, and other similar like Liens, in existence less than one hundred twenty (120) days from the ordinary course date of businesscreation thereof in respect of obligations not overdue; provided, that such Liens may continue to exist for a period of more than one hundred twenty (120) days if the validity or amount thereof shall currently be contested by the Borrower or its applicable Subsidiary in good faith by appropriate proceedings and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP; and provided further, that the Borrower or such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such Lien; (ve) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which the Borrower or any Subsidiary is a party, and other minor Liens, provided, Liens none of such Liens which in the reasonable opinion of the Company Borrower or such Subsidiary interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its SubsidiariesBorrower or such Subsidiary, which defects do not individually or in the aggregate have a Material Adverse Effect; (vif) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings good faith deposits in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness bids, tenders and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank contracts, deposits to secure the Obligations; public or statutory obligations and appeal bonds, performance and landfill closure bonds, deposits to secure surety bonds or import duties and other obligations of a like nature, in each case under this clause (xivf) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into incurred in the ordinary course of business; (xvg) Lxxxx incurred in the ordinary course of business relating to banker’s Liens, rights of set set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institutions institution; (h) Liens arising from precautionary UCC or PPSA financing statement filings regarding “true” leases entered into by the Borrower or its Subsidiaries in the ordinary course of business; (i) other Liens, in addition to those permitted by clauses (a) through (h) above and clauses (j) through (l) below, securing Indebtedness and other obligations, so long as the aggregate outstanding amount of Priority Debt and such other obligations at any time does not exceed 15% of Consolidated Tangible Assets; provided, that any Lien in connection with a Permitted Receivables Transaction shall meet the requirements of a Permitted Receivables Lien; and provided further that no such Liens permitted under this clause (i) may secure any Indebtedness under any Material Credit Facility (other than solely as to Liens on cash collateral supporting, and rights of set-off or similar rights and remedies as to, letters of credit or bankers’ acceptances issued under any Material Credit Facility to the extent that the sublimit in respect of such letters of credit or bankers’ acceptances under such applicable facility would not constitute a Material Credit Facility on a standalone basis) unless effective provision is made whereby the Obligations will be equally and ratably secured by such Liens (or equivalent Liens on the applicable collateral) with any and all such Indebtedness thereby secured pursuant to customary documentation reasonably satisfactory to the Agents; (j) Liens on the rights of the Borrower or any Subsidiary in bonds issued in connection with revenue bond financings in favor of any issuer of a letter of credit used to provide security for the payment of such bonds, in each case under this clause (j) entered into in the ordinary course of business; (i) rights reserved or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the Borrower or any Subsidiary, or to use such property in a manner that does not materially impair the use of such property for the purposes for which it is held by the Borrower or such Subsidiary and (ii) any obligations or duties affecting the property of the Borrower or any of its Subsidiaries to any municipality, governmental, statutory or public authority with respect to any franchise, grant, license or permit, in each case under this clause (k) entered into in the ordinary course of business; and (xvil) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Obligations.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)

Restrictions on Liens. The Company Borrowers will not, and will not cause, permit, or suffer permit any of its Consolidated the Designated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrowers and the Designated Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of either Borrower on all or part of the assets of any of the Designated Subsidiaries securing Indebtedness owing by Government Mandate any of the Designated Subsidiaries to either Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue charges, or which are being contested in good faith and by appropriate proceedings diligently conductedliens to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of businessmaterial or supplies, in each case in respect of obligations (i) not overdue for a period of more than 30 days or which are being (ii) contested in good faith faith, and by appropriate proceedings diligently conducted, if with respect to which adequate reserves are maintained (in accordance with GAAPgenerally accepted accounting principles) have been set aside for the payment thereof on the books and records of such Borrower or such Designated Subsidiary, so long as proceedings to enforce such liens have not been commenced and are unstayed; (iiic) Liens arising out of deposits or pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, workmen's compensation, unemployment insurance and insurance, old age pensions or other social security legislation, other than any Lien imposed by ERISAobligations; (ivd) Liens liens on deposits properties in respect of judgments or awards, the Indebtedness with respect to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of businesswhich is permitted by Section 9.1(e); (ve) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or contested in good faith, and with respect to which adequate reserves (in accordance with generally accepted accounting principles) have been set aside for the payment thereof on the books and records of such Borrower or such Designated Subsidiary, so long as proceedings to enforce such liens have not been commenced and are unstayed; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, statutory and contractual landlord's or lessor's liens under leases to which such Borrower or such Designated Subsidiary is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrowers interferes materially with the use of the property affected property in the ordinary conduct of the business of any of the Company Borrowers and its the Designated Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrowers and the Designated Subsidiaries considered as a whole; (vig) liens and encumbrances existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 9.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property, other than inventory, acquired after the Closing Date date hereof to secure purchase money Indebtedness of the type permitted by Section 9.1(i), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired, and set forth on Schedule 7.3which security interests or mortgages secure Indebtedness not in excess of $60,000,000 in the aggregate at any time outstanding; (viiii) Liens liens in favor of either the Company or a Consolidated Subsidiary on all or part Collateral Agent, for the benefit of the assets Lenders and the Agent, under the Loan Documents; (j) liens on inventory and proceeds thereof (up to the cost to such Borrower or such Designated Subsidiary of such inventory) held on consignment from trade vendors securing obligations to return or pay the purchase price of such inventory; (k) deposits to secure the performance, by any of the Borrowers and the Designated Subsidiaries, of tenders, bids and other contracts, other than for the payment of borrowed money, arising in the ordinary course of such Borrower's or such Designated Subsidiary's business (including, without limitation, deposits made in connection with any promotions, contests, sweepstakes or similar games or competitions conducted by or on behalf of any Subsidiary of the Company securing Indebtedness owing Borrowers and the Designated Subsidiaries or any of their respective Subsidiaries, which deposits described in this parenthetical, but not those other deposits contemplated by this clause (k), do not exceed $2,000,000 in the aggregate); (1) liens on ZFT Receivables and (2) liens on ZFT Receivables following repurchase thereof for the recovery of state sales taxes by any of the Borrowers and the Designated Subsidiaries, which liens secure an interest in such Subsidiary repurchased ZFT Receivables, the proceeds therefrom and any recoveries therefrom pursuant to Section 2.09 of the Receivables Purchase Agreement; (m) voluntary options in favor of any of the Borrowers and the Designated Subsidiaries to purchase real property subject to operating leases; (n) subject to the Company provisions of the Collateral Agency Agreement, liens in favor of the Collateral Agent, for the benefit of the Lenders, the Agent, the Trustee and the holders of the Debentures; (o) liens on cash or such Consolidated Subsidiaryone or more letters of credit securing Zale's obligations pursuant to the Director Indemnity Agreement in an aggregate amount not in excess of $1,000,000; and (p) liens in favor of AT&T solely on equipment owned by AT&T and leased to Zale and/or Zale Delaware to the extent permitted by Section 9.1(g); (q) transfers to any Rabbi Trust, or other similar trust or similar arrangement or to any account, established for the benefit of the employees of any of Zale and its Subsidiaries solely to the extent that Zale's or, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their Subsidiary's obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security devicethereof are permitted by Section 9.1(n); (xir) Liens securing purchase money Indebtedness so long as solely to the extent consented to in advance in writing by the Agent, liens on assets existing at the time of acquisition from another Person (provided that such Liens are only on the asset acquired with acquisition is permitted by Section 9.5.1 hereof) and not incurred in anticipation of such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetacquisition; (xiis) Liens incurred sales, assignments or otherwise arising in connection with transfers of assets to the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising extent permitted by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessSection 9.5.2 hereof; and (xvit) Liens other liens on assets of the Borrowers and the Designated Subsidiaries which are not Collateral, to the extent not otherwise included in subparagraphs (in addition to those specified in clauses (ia) through (xvs) above) of this Section 9.2, securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of to exceed $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)500,000.

Appears in 1 contract

Samples: Revolving Credit Agreement (Zale Corp)

Restrictions on Liens. The Neither the Company will not, and will not cause, permit, or suffer nor any of its Consolidated Subsidiaries to (a) will create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company or such Subsidiary is contesting in good faith by appropriate proceedings and as to which the Company or such Subsidiary shall have set aside on its books, adequate reserves with respect thereto); or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided however, that the Company and any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist any of the following ("Permitted Liens"): (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges or claims for labor, material or supplies in respect of obligations not overdue (other than any such overdue taxes, levies, claims, assessments or which are being contested in good faith and by appropriate proceedings diligently conductedcharges, if adequate reserves are maintained to the extent the payment therefor shall not at the time be required to be made in accordance with GAAPthe provisions of Section 6.4 hereof); (iib) statutory Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations, liquor licensing requirements or state franchising requirements; (c) Liens in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 6.9(c); (d) Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case existence less than 60 days from the date of creation thereof or in respect of obligations not overdue for a period of more than 30 days or, if overdue, all such liens that the Company or which are being contested such Subsidiary is contesting in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPactions which prevent enforcement of the lien; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects property and irregularities in the title thereto, landlord's or lessor's Liens under leases to which the Company or any of its Subsidiaries is a party, and other minor Liens, provided, Liens or encumbrances none of such Liens in the reasonable opinion of the Company which interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries and which defects do not individually or in the aggregate have a material adverse effect on the business, assets or financial condition of the Company or any of its Subsidiaries; (vif) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, Liens presently outstanding as lesseeshown on Schedule 6.10 hereto; (viig) Liens outstanding Purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness permitted by Section 6.9(g), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent real or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businesspersonal property so acquired; and (xvih) any other Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together amounts not in excess of $80,000,000 outstanding at any point 10,000 in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)aggregate.

Appears in 1 contract

Samples: Securities Purchase Agreement (Buffalo Wild Wings Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit --------------------- any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than a transfer in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or assignment such Subsidiary in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; the ordinary course of its business, provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, incur or cause, permit, or -------- suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or deposits in the ordinary course of business made in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, obtained in the ordinary course of business; (iv) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; (vi) , which defects do not individually or in the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeaggregate have a Material Adverse Effect; (vii) Liens outstanding liens existing on the Closing Date date hereof and set forth listed on Schedule 7.3;10.2 hereto; -------- ---- (viii) Liens purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)10.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of either the Company or a Consolidated Subsidiary lessors under Capitalized Leases on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing subject to Capitalized Leases permitted by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be(S)10.1(d) hereof; (ix) Liens on interests liens in favor of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security Agent for the performance by benefit of the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;Banks and the Agent under the Loan Documents; and (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money liens to secure Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; type and amount permitted by (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingS)10.1(g).

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Mapics Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character (including the capital stock of the Securitization Subsidiaries) whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided PROVIDED that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iic) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted byss.10.1(d); (e) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseepresently outstanding liens listed on SCHEDULE 10.2(G) hereto; (viih) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such security interests in or purchase money Indebtedness and secure only the Indebtedness mortgages on real or personal property, incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiariesreal or personal property so acquired and secure Indebtedness permitted under ss. 10.1 (h) hereof; (xiiii) Liens liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Banks and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which Agent under the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).Loan Documents;

Appears in 1 contract

Samples: Credit Agreement (HPSC Inc)

Restrictions on Liens. The Company will not, and will Borrower shall not cause, permit, or suffer incur any of its Consolidated Subsidiaries to (a) create or incur, or cause, permitDebt secured by any Lien, or suffer to be created or incurred or to exist, exist any Lien securing Debt, upon any of or with respect to its property Properties or assets of any character assets, whether now owned or hereafter acquired, without effectively providing that the Loans then outstanding and thereafter created (together with any other Debt or upon obligations then existing and any other indebtedness or obligation thereafter created ranking equally with the income Loans then existing or profits therefromthereafter created which is not subordinated to the Loans) shall be secured equally and ratably with (or prior to) such Debt or obligations so long as such Debt or obligation is so secured, except that the foregoing provision shall not apply to: (a) Debt issued under the BONY Indenture or any renewal, replacement or extension of the BONY Indenture; and (b) transfer any “permitted liens” as defined in Section 1.01 of such 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; BONY Indenture; (c) acquireLiens encumbering premises, or agree or have an option to acquire, any property or assets upon conditional sale land and interests in land or other title retention property, real, personal, intangible or purchase money security agreementmixed, device, used or arrangement; to be used in or in connection with the Borrower’s natural gas or electric utility business; (d) suffer to exist any Indebtedness or claim or demand for a period Liens consisting of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business to secure obligations under workmen’s compensation laws or similar legislation, including liens of judgments thereunder which are not currently dischargeable, (ii) deposits in the ordinary course of business to secure or in lieu of surety, appeal or customs bonds to which the Borrower is a party, (iii) liens created by or resulting from any litigation or legal proceeding which is being contested in good faith by appropriate proceedings diligently conducted, (iv) pledges or deposits in the ordinary course of business to secure performance in connection with workers’ compensationbids, unemployment insurance and other social security legislation, tenders or contracts (other than any Lien imposed contracts for the payment of money) or (v) materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s or other like Liens incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by ERISAappropriate proceedings diligently conducted or deposits to obtain the release of such Liens; (ive) Liens on deposits created to secure performance indebtedness representing, or incurred to finance, the cost of bids property available, used, acquired, constructed or performance bonds and other similar Liens, improved by the Borrower or any subsidiary in the ordinary course of business, including under any Capitalized Lease or Liens existing on such property at the time of acquisition thereof or attaching to such property within 18 months of the acquisition thereof; (vf) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower and not created in contemplation of such event; (g) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Liens on Real Estate consisting of easementsproperty (including any natural gas, rights of way, zoning restrictions, restrictions on the use of real oil or other mineral property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion ) to secure all or a part of the Company interferes materially with the use cost of the affected property in the ordinary conduct of the business of the Company and its Subsidiariesexploration, drilling or development thereof or to secure Debt incurred to provide funds for any such purpose; (vik) Liens and security interests created, incurred or assumed in connection with the rights and interests purchase, lease, financing or refinancing of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseepollution control facilities; (viil) Liens outstanding on the Closing Date created to secure sales of accounts receivable and set forth on Schedule 7.3other receivables; (viiim) Liens created for the sole purpose of extending, renewing or replacing in favor whole or in part Debt secured by any Lien, mortgage or security interest referred to in the foregoing subsections (a) through (l); provided, however, that the principal amount of either Debt or obligations secured thereby shall not exceed the Company principal amount of Debt or a Consolidated Subsidiary on all obligations so secured at the time of such extension, renewal or part of the assets of any Subsidiary of the Company securing Indebtedness owing by replacement and that such Subsidiary to the Company extension, renewal or such Consolidated Subsidiaryreplacement, as the case may be; (ix) Liens on interests , shall be limited to all or a part of the Company property that secured the lien or its Subsidiaries in partnerships mortgage so extended, renewed or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions replaced (and conditions relating to any improvements on such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security deviceproperty); (xin) Liens on property, in addition to those otherwise permitted by clauses (a) through (m) above, securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred directly or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into indirectly, Debt which does not exceed, in the ordinary course aggregate at any one time outstanding, 5% of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessTotal Assets; and (xvio) Liens (in addition created pursuant to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for Section 2.26 and 6.02 of this Agreement or the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Three-Year Credit Agreement.

Appears in 1 contract

Samples: Five Year Credit Agreement (South Carolina Electric & Gas Co)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than a transfer in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or assignment such Subsidiary in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided the ordinary course of its business, PROVIDED that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of which a stay of execution shall have been obtained pending such appeal or review; (iiv) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of business of the Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Company Borrower individually or of the Borrower and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) Liens outstanding liens existing on the Closing Date date hereof and set forth listed on Schedule 7.3SCHEDULE 9.2 hereto; (viii) Liens purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of either lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by Section 9.1(d) hereof; and liens existing in accordance with the Company or a Consolidated Subsidiary on all or part provisions of Section 9.1(k) securing refinancings of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may beprovided for therein; (ix) Liens liens on interests security deposits with respect to leases of office space of the Company Borrower or its Subsidiaries in partnerships any Subsidiary and other liens arising under leases or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance rental agreements made by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent Borrower or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into Subsidiary, in each case in the ordinary course of businessbusiness consistent with past practices, which liens cover only the real property so rented; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Stride & Associates Inc)

Restrictions on Liens. The Company will not, and will cause its Subsidiaries not causeto, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition except as follows (the "Permitted Liens"): (a) Liens existing on the Closing Date and listed on Schedule 9.2(a) hereto; (b) Liens securing Indebtedness permitted under by Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment9.1(c)(i) hereof; provided that the Company assets subject to such liens and any Subsidiary of security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the Company may create or incur, or cause, permit, or suffer rights to be created or incurred or to exist:payment thereunder; (ic) Liens imposed by Government Mandate securing Indebtedness permitted under Section 9.1(e), Section 9.1(g), and Section 9.1(i); (d) Liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue overdue; (e) Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (f) Liens in respect of judgments or awards which are being contested have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Company maintains adequate reserves are maintained in accordance with GAAPreserves; (iig) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, provided 81 -75- that such liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the Company (or any Subsidiary) in good faith and by appropriate proceedings diligently conducted, and if the Company shall have set aside on its books adequate reserves are maintained in accordance with GAAP;respect thereto as required by GAAP and provided further that the Company (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and (iiih) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Company or any Subsidiary is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one any of its Subsidiaries, as lessee; (vii) Liens outstanding which defects do not individually or in the aggregate have a material adverse effect on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests business of the Company or any Subsidiary individually or of the Company and its Subsidiaries in partnerships on a consolidated basis. The Company and Sanifill covenant and agree that if either of them or joint ventures consisting any of binding rights their Subsidiaries shall create or assume any lien upon any of first refusaltheir respective properties or assets, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisionswhether now owned or hereafter acquired, other transfer restrictions and conditions relating to such partnership or joint venture intereststhan Permitted Liens (unless prior written consent shall have been obtained from the Banks), and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company and Sanifill will make or its Subsidiaries of their obligations in respect of cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such partnership or joint venture; (x) UCC notice filings in connection lien equally and ratably with non-recourse sales of 12b-1 Fees (any and all other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness thereby secured so long as such Liens are only on other Indebtedness shall be so secured; provided, that the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities covenants of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all Sanifill contained in this sentence shall only be in effect for so long as the Company and/or Sanifill shall be similarly obligated under any other Indebtedness; provided, further, that an Event of its Consolidated Subsidiaries Default shall occur for so long as such other Indebtedness is secured notwithstanding any actions taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from by the amount of any such Indebtedness that portion which is fully covered by insurance Company and as Sanifill to which ratably secure the insurance company has acknowledged to Obligations and the Administrative Agent its coverage obligation in writing)Guaranteed Obligations hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Usa Waste Services Inc)

Restrictions on Liens. The Company will not, and will not cause, permitNo Borrower shall, or suffer shall cause or permit any of its Consolidated Subsidiaries to (a) create or at any time to, create, incur, assume or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assignmortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of a vendor, (“Encumbrances”) upon or with respect to any property or assets, real or personal, of such Borrower, or assign or otherwise transfer convey any accountsright to receive income, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existexcept: (i) Liens imposed by Government Mandate to secure taxes, assessments, Encumbrances existing on the date of this Agreement and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;set forth on Exhibit B attached hereto; or (ii) statutory In addition to the Encumbrances referred to in clause (i) hereof, Encumbrances securing Indebtedness for the purchase price of capital assets and capitalized leases to the extent such Indebtedness is permitted by Section 5.5(iii) hereof, provided that (a) each such Encumbrance is given solely to secure the purchase price of such property, does not extend to any other property and is given within 90 days following the earlier of the placed in service date, or the final acceptance (as defined or described in the applicable purchase agreement) of such property, and (b) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or its fair market value at the time of acquisition; or (iii) Liens for Taxes and other charges of any Governmental Authority to the extent that payment of the same is not required in accordance with the provisions of Section 5.4 hereof; or (iv) Encumbrances in favor of the Agent, for the ratable benefit of the Banks; or (v) Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, carriers and other like Liens warehousemen arising by operation of law to secure payment for labor, materials, supplies or services incurred in the ordinary course of such Borrower’s business, but only if the payment thereof is not at the time required, such liens are junior to Encumbrances in each case favor of the Agent and such liens do not, individually or in respect the aggregate, materially detract from the value or limit the use of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;any property subject thereto; or (iiivi) Liens arising out of pledges or deposits Deposits made in the ordinary course of such Borrower’s business in connection with workers’ workmen’s compensation, unemployment insurance and other insurance, social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee;laws; or (vii) Liens outstanding Encumbrances on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Brazilian Subsidiaries, provided that such Encumbrances secure only Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership Brazilian Subsidiaries permitted under Section 5.5(vi) and do not attach to any asset of any Borrower or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on any U.S. Subsidiary. In addition, the asset acquired with such purchase money Indebtedness and secure only Borrowers shall not enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits the Indebtedness incurred to purchase such asset; (xii) Liens incurred Borrowers from creating or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens incurring any Encumbrance in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Banks and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which Agent under the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Loan Documents.

Appears in 1 contract

Samples: Revolving Credit Agreement (COURIER Corp)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer --------------------- permit any of its Consolidated Restricted Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrower and any Restricted Subsidiary of the Company may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iic) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by ss.9.1(d); (e) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or any of its Restricted Subsidiaries is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Restricted Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 9.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date date hereof to secure purchase money Indebtedness of the type and set forth on Schedule 7.3amount permitted by ss.9.1(h), incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (viiii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of CSX Mortgages and the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary CSX Security Agreements solely to the Company or such Consolidated Subsidiary, as extent that the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security deviceCSX Remaining Debt is permitted under ss.9.1(f); (xij) Liens securing purchase money liens consisting of deposits to secure Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetpermitted by ss.9.1(l) hereof; (xiik) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiariesliens to secure Indebtedness permitted by ss.9.1(n) hereof; (xiiil) Liens in favor liens on the rights of the Administrative Agent or any Bank WPR under Section 14.05 of its lease with Southern Pacific Transportation Company dated as of 12/30/92 to secure the Obligations; (xivIndebtedness permitted by ss.9.1(o) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businesshereof; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness liens on the equipment, fixtures and improvements of the Borrower and its Restricted Subsidiaries placed in an aggregate amount for or upon the Company premises leased pursuant to the Corpus Christi Lease, provided that the Borrower or any Restricted Subsidiary shall not make expenditures with respect to such equipment, fixtures and all of its Consolidated Subsidiaries taken together not improvements with respect to such premises in excess of $80,000,000 outstanding at any point in time 300,000 and (but excluding from ii) liens of the amount Port of any such Indebtedness that portion which is fully covered Corpus Christi Authority of Nueces County, Texas on the two locomotives owned by insurance Rail Link, Inc. and numbered as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)RLIX 547 and RLIX 475.

Appears in 1 contract

Samples: Revolving Credit Agreement (Genesee & Wyoming Inc)

Restrictions on Liens. The Company will notNone of the Borrowers will, and none will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrowers or their Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (b) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of which a stay of execution shall have been obtained pending such appeal or review; (iid) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Borrower or a Subsidiary of any Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrowers interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrowers and its their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrowers and their Subsidiaries on a consolidated basis; (vif) liens existing on the rights date hereof and interests of landlords listed and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseedescribed on Schedule 10.2 hereto; (viig) Liens outstanding purchase money security interests in or purchase money mortgages on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company real or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (personal property other than sales constituting a collateral security device); (xi) Liens securing Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by Section 10.1(d), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiariesreal or personal property so acquired, and liens in respect of Capitalized Leases to the extent such Capitalized Leases are permitted by Section 10.1(d) and to the extent that such liens cover only the property subject to such Capitalized Leases; (xiiih) Liens other liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and (i) liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Lenders and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which Agent under the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Loan Documents.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Dave & Busters Inc)

Restrictions on Liens. The Company will not, and will not cause, permit, Create or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any encumbrance, mortgage, pledge, Lien, charge or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose purposes of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; , or grant any person (cother than CapitalSource under the Credit Agreement) acquirea negative pledge or other similar restriction with respect to any of its property or assets, or acquire or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, devicedevice or arrangement (including, without limitation, Capitalized Leases) or arrangement; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that more than 30 days after the same shall have been incurred any Indebtedness against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; , or (e) sell, assign, pledge, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, or chattel paper, or instruments, paper (as those terms are defined in the New York Uniform Commercial Code) with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided however, that the Company and or any Subsidiary of the Company may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (a) Liens in favor of CapitalSource pursuant to the terms of the Senior Debt Documents; (b) Existing Liens and security interests described in SCHEDULE 5.32 securing presently outstanding Indebtedness permitted by Section 10.1. (c) Purchase money security interests (which term shall include mortgages, conditional sale contracts, Capitalized Leases and all other title retention or deferred purchase devices) to secure the purchase price of property acquired hereafter by the Company or any Subsidiary, or to secure Indebtedness incurred solely for the purpose of financing such acquisitions, in each case to the extent permitted by Section 10.1; PROVIDED, HOWEVER, that no such purchase money security interests shall extend to or cover any property other than the property the purchase price of which is secured by it, and that the principal amount of Indebtedness (whether or not assumed) with respect to each item of property subject to such a security interest shall not exceed the fair value of such item on the date of its acquisition. (d) (i) Liens imposed by Government Mandate Deposits or pledges made in connection with, or to secure taxespayment of, assessmentsworkmen's compensation, professional liability insurance, unemployment insurance, old age pensions or other social security or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations; (ii) arising as a result of progress payments under government contracts; and (iii) Liens for Taxes, assessments or governmental charges or levies and Liens to secure claims for labor, material or supplies to the extent that payment thereof shall not at the time be required to be made in accordance with Section 9.4(a). (e) Encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property which do not materially detract from the value of such property or impair its use in the business of the owner or lessee. (f) Liens (other government charges in respect of obligations not overdue than judgments and awards) created by or which resulting from any litigation or legal proceeding, provided the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;reasonably satisfactory to the Purchaser. (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iiig) Liens arising out by operation of pledges law to secure landlords, lessors or deposits renters under leases or rental agreements made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;confined to the premises or property rented. (ivh) Judgment Liens in an aggregate amount not to exceed (i) $250,000, if such amount is covered by insurance or (ii) $50,000, if such amount is not covered by insurance. (i) Liens on deposits necessary and desirable for the operation of such Person's business; PROVIDED, that the Purchaser has consented to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in writing before their creation and existence and the reasonable opinion debt secured thereby is both subject and subordinate in all respects to the Obligations and all of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests remedies of landlords the Purchaser, all in form and lessors under leases of Real Estate leased by substance satisfactory to the Company or one of Purchaser in its Subsidiaries, as lessee;sole discretion. (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viiij) Liens in favor of either HUD to secure Indebtedness to HUD permitted by Section 10.1(b); Nothing contained in this Section 10.2 shall permit the Company or a Consolidated any Subsidiary on all to incur any Indebtedness or part of the assets take any other action or permit to exist any other condition which would be in contravention of any Subsidiary other provision of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to (a) to, create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: : (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; respect of which a stay of execution shall have been obtained pending such appeal or review; (iie) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; overdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and such other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; , which defects would not have a Material Adverse Effect; (vig) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding liens existing on the Closing Date date hereof and set forth listed on Schedule 7.3; 9.2 hereto; (viiih) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such security interests in or purchase money Indebtedness and secure only mortgages on real or personal property acquired after the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank date hereof to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing purchase money Indebtedness in an aggregate amount not to exceed $100,000,000, incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (i) liens on Motor Vehicle Equipment securing Indebtedness evidenced by the Collateral Trust Debentures; provided that the Obligations are equally and ratably secured with such Indebtedness in accordance with Section 6.1 hereof; (j) liens in favor of the Agent, for the Company benefit of the Banks and all the Agent, securing the Obligations; and (k) liens in respect of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Capitalized Leases.

Appears in 1 contract

Samples: Revolving Credit Agreement (Rollins Truck Leasing Corp)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided PROVIDED that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments, assessments and other government charges and liens to secure claims for labor, material or supplies, in each case in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if and for which the Borrower or such Subsidiary has set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto; (iiiii) statutory Liens deposits or pledges made in connection with, or to secure payment of, worker's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to release such lien; (v) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case in respect of obligations not overdue for a period of more than 30 days or which or, if such obligations are overdue, being contested in good faith and by appropriate proceedings diligently conducted, if and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto, PROVIDED that no proceeding to foreclose any such lien shall have been commenced; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under Capitalized Leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; (vi) , which defects do not individually or in the rights aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) Liens outstanding liens existing on the Closing Date and set forth listed on Schedule 7.3SCHEDULE 6.2 attached hereto or liens on the same assets in connection with the refinancing of such existing liens; (viii) Liens liens arising in favor the ordinary course of either business of the Company Borrower or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by Borrower none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary course of business of the Borrower and its Subsidiaries and which do not, individually or in the aggregate, have a materially adverse effect on the business of the Borrower or such Subsidiary to individually or of the Company or such Consolidated Subsidiary, as the case may beBorrower and its Subsidiaries on a consolidated basis; (ix) Liens purchase money security interests in or purchase money mortgages on interests real or personal property acquired after the Closing Date to secure purchase money Indebtedness of the Company or its Subsidiaries Type permitted by Section 6.1(m) hereof, incurred in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for connection with the performance by the Company or its Subsidiaries of their obligations in respect acquisition of such partnership property, which security interests or joint venturemortgages cover only the real or personal property so acquired; (x) UCC notice filings in connection with non-recourse sales liens on accounts receivable of 12b-1 Fees (other than sales constituting a collateral security device)the Borrower and/or its Subsidiaries that are the subject of and secure the accounts receivable financing facility permitted under Section 6.1(k) hereof; (xi) Liens liens securing purchase money other permitted Indebtedness so long as such Liens are only on that does not exceed $10,000,000 in the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetaggregate; (xii) Liens incurred or otherwise arising liens in connection with the Securities Trading Activities respect of the Broker-Dealer Subsidiaries;interests of lessors under Capitalized Leases; and (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) liens on Real Estate securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)permitted under Section 6.1(o) hereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Staples Inc)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien Liens upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided PROVIDED that the Company and any Subsidiary of the Company may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, and other government charges in respect of obligations and claims for labor, material or supplies not overdue yet due or which are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, if adequate reserves are maintained in accordance with GAAPsuch reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefor; (iib) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; c) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 5.2(d); d) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens encumbrances on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Company is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its SubsidiariesCompany, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Company; (vif) Liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on SCHEDULE 5.4(f) hereto; (viig) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by Section 5.2(g), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent real or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businesspersonal property so acquired; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Note Purchase Agreement (Endocardial Solutions Inc)

Restrictions on Liens. The Company (a) Subject to the following exceptions, as long as any Debt Securities remain Outstanding, NNC and the Issuer will not, and will not causepermit any Restricted Subsidiary, permitto issue, assume or suffer guarantee any of its Consolidated Subsidiaries to (a) create or incurFunded Debt secured by, or causeand will not secure any Funded Debt by, permit, or suffer to be created or incurred or to exist, any a Lien upon any property of its property NNC, the Issuer or assets of any character Restricted Subsidiary (whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer without in any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such case effectively providing concurrently therewith that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would Debt Securities then Outstanding shall be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, secured equally and ratably with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investmentsuch Funded Debt; provided that the Company and any Subsidiary of foregoing restrictions shall not apply to Funded Debt secured by the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:following Liens (“Permitted Liens”): (i) Liens imposed any Lien existing on property at the time of the acquisition of that property by Government Mandate to secure taxesNNC, assessments, and other government charges in respect of obligations not overdue the Issuer or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPthe relevant Restricted Subsidiary; (ii) statutory Liens any Lien on property that is incurred after the date of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in issuance of the ordinary course Debt Securities to secure or provide for the payment of business, in each case in respect the purchase price of obligations not overdue for a period the property or the cost of more than 30 days construction or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPimprovement thereon; (iii) Liens arising out any Lien on property of pledges a Person existing at the time that Person is liquidated, dissolved or deposits merged into, or amalgamated or consolidated with NNC, the Issuer or any Restricted Subsidiary, or at the time the properties of or equity interests in the ordinary course of business in connection with workers’ compensationPerson are sold, unemployment insurance and other social security legislationleased or otherwise transferred to NNC, other than the Issuer or any Lien imposed by ERISARestricted Subsidiary; (iv) Liens on deposits to secure performance of bids any Lien securing intercompany Funded Debt among or performance bonds and other similar Liensbetween NNC, in the ordinary course of businessIssuer and/or the Restricted Subsidiaries; (v) Liens on Real Estate consisting deposits of easementscash, rights cash equivalents or investment securities against which the lender of way, zoning restrictions, restrictions on the use any Credit Enhanced Foreign Subsidiary Debt has a Lien or right of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiariesset off; (vi) any Lien on property of a Foreign Subsidiary securing any Funded Debt incurred pursuant to clause (i) of the rights and interests definition of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseePermitted Funded Debt; (vii) Liens outstanding on in favor of the Closing Date and set forth on Schedule 7.3United States of America or any State thereof, Canada or any Province or territory thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Funded Debt incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such Liens, or the cost of constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue or similar financings or relating to the development, restoration, demolition or remediation of property); (viii) Liens any Lien created by or resulting from litigation or other proceedings against, or upon property of, NNC, the Issuer or any Restricted Subsidiary, or any Lien securing appeal bonds (or letters of credit or other similar instruments issued in favor support of either or in lieu of appeal bonds) in respect of judgments, in each case, or any Lien for workmen’s compensation awards or similar awards, so long as the Company finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a Consolidated final unappealable judgment which is satisfied within 30 days of such judgment or any Lien incurred by NNC, the Issuer or any Restricted Subsidiary on all for the purpose of obtaining a stay or part of discharge in the assets course of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company litigation or such Consolidated Subsidiary, as the case may beother proceeding; (ix) any other Liens on interests securing Funded Debt of any Foreign Subsidiary; provided that the Company or its Subsidiaries in partnerships or joint ventures consisting aggregate outstanding principal amount of binding rights of first refusalFunded Debt secured pursuant to this clause (ix) by any individual Foreign Subsidiary would not, rights of first offerafter giving effect to the relevant transaction, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint ventureexceed $5,000,000; (x) UCC notice filings Liens existing on the date of this Indenture and any extension, renewal or replacement in connection with non-recourse sales whole or in part of 12b-1 Fees (other than sales constituting any Lien existing on the date of this Indenture or referred to in the above exceptions, so long as the total amount of secured Funded Debt does not increase, and the property securing the Funded Debt is not expanded, as a collateral security device);result of the extension, renewal or replacement; and (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset;Managed Service Contract Liens. (xiib) Liens Notwithstanding the foregoing, NNC, the Issuer and any Restricted Subsidiary may issue, assume or guarantee Funded Debt secured by a Lien upon any of their property that would otherwise be subject to the foregoing restrictions, and may carry out any other transactions which would otherwise be subject to the foregoing restrictions, provided that the aggregate amount at any time outstanding of all such secured Funded Debt incurred pursuant to this paragraph (b) would not, after giving effect thereto, exceed 10% of Consolidated Net Tangible Assets if incurred on or otherwise arising prior to the earlier of (x) the date of any refinancing or repayment (including by redemption) in connection with the Securities Trading Activities full of the Broker-Dealer Subsidiaries; Existing NNC Convertible Notes and (xiiiy) Liens in favor September 2, 2008, and 15% of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any Net Tangible Assets if incurred after such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)date.

Appears in 1 contract

Samples: Indenture (Nortel Networks LTD)

Restrictions on Liens. The Company None of the Borrowers will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur --------------------- or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except the Company and any Subsidiary of following (the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:------ "Permitted Liens"): (ia) Liens imposed by Government Mandate granted to the Agent under the Security and Pledge Agreement; (b) Liens to secure taxes, assessments, assessments and other government charges or claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iic) statutory Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) Liens in respect of judgments or awards, the Indebtedness with respect to which is permitted by (S)8.1(e); (e) Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Borrower is a parts, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of such Borrower which defects do not individually or in the Company and its Subsidiariesaggregate have a material adverse effect on the business of such Borrower individually or of the Borrowers on a consolidated basis; (vig) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee;Existing liens set forth in Schedule 8.1(b); -------- ------ (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xih) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; obligations permitted by (xiiS)8.1(g) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of hereof provided that any such Indebtedness that portion which is fully covered by insurance Lien shall not encumber any property other ------------- than the property so acquired and as to which shall not exceed the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)fair market value thereof.

Appears in 1 contract

Samples: Multicurrency Revolving Credit Agreement (United States Filter Corp)

Restrictions on Liens. The Company Borrowers and Guarantors will not, and will not cause, permit, or suffer permit any of its Consolidated their Subsidiaries to (a) to, create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assignmortgage, pledge, security interest or otherwise transfer other lien or encumbrance on any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investmentof their property; provided that the Company Borrowers and any Subsidiary of the Company Borrowers may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate liens arising from attachments or similar proceedings, pending litigation, or liens to secure taxes, assessments, assessments and other government charges charges, in respect of obligations not overdue any such event whose validity or which are amount is being contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves are being maintained in accordance with GAAPGenerally Accepted Accounting Principles, or in the case of taxes, assessments or governmental charges, which are not overdue, or (ii) liens on properties to secure claims for labor, material or supplies; (iib) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment or other insurance, old age pensions or other social security obligations and good faith deposits in connection with tenders, contracts or leases to which it is a party or deposits to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds, letters of credit and other similar public or statutory Liens obligations; (c) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 11.1(d); (d) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPliens; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Borrower or a Subsidiary of a Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company any Borrower interferes materially with the use of the affected property in the ordinary conduct of the business of the Company such Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of Holdings and its Subsidiaries on a consolidated basis; (vif) other liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule11.2 hereto; (viig) Liens outstanding purchase money security interests in or purchase money mortgages on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company real or a Consolidated Subsidiary on all or part of the assets personal property of any Borrower, Guarantor or Subsidiary of acquired after the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by Section 11.1(g), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiariesreal or personal property so acquired; (xiiih) Liens liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (i) liens in favor of the Administrative Agent or any Bank to secure for the Obligationsbenefit of the Lenders and the Agent under the Loan Documents; (xivj) Liens arising by virtue of Uniform Commercial Code financing statement filings (landlord's liens under leases or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xvk) banker’s Liens, rights liens in respect of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessCapitalized Leases permitted under Section 11.1(f); and (xvil) Liens (in addition to those specified in clauses (i) through (xv) above) other liens covering assets having a fair market value of, or securing Indebtedness having a principal amount of, not more than $500,000 in an the aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)outstanding.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Russell-Stanley Holdings Inc)

Restrictions on Liens. The Company will notNo Borrower will, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, recourse (other than a transfer or assignment in connection with a Disposition as permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investmentby /section/8.5(b)(ii)); provided PROVIDED that the Company such Borrower and any Subsidiary of the Company such Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties other than Mortgaged Properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (ii) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iii) liens on properties other than Mortgaged Properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by /section/8.1(d); (iv) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties other than Mortgaged Properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of businessoverdue; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which such Borrower or a Subsidiary of such Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company such Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of such Borrower individually or of such Borrower and its Subsidiaries on a consolidated basis; (vi) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on SCHEDULE 8.2 hereto; (vii) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property other than Mortgaged Properties acquired after the Closing Date date hereof to secure purchase money Indebtedness of the type and set forth on Schedule 7.3amount permitted by /section/8.1(g), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (viii) Liens in favor of either the Company or a Consolidated Subsidiary liens and encumbrances on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary each Mortgaged Property as and to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance extent permitted by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under Mortgage applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessthereto; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Credit Agreement (Xomed Surgical Products Inc)

Restrictions on Liens. The Company Each Borrower will not, and will not cause, permit, or suffer permit --------------------- any of its Consolidated Restricted Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, hypothec, prior claim (within the meaning of the Civil Code of Quebec), charge, restriction or other security interest of any Lien kind upon any of its their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority or preference whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company such Borrower and -------- any Subsidiary of the Company its Restricted Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed by Government Mandate liens in favor of the Administrative Agent or the Australian Agent for the benefit of the Banks and the Agent under the Loan Documents; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iic) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by (S)10.1(d); (e) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any of the Borrowers or any of their Restricted Subsidiaries is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company such Borrower and its Restricted Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business, of any of the Borrowers individually or of the Borrowers and their Restricted Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 10.2 ------------- hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date date hereof to secure purchase money Indebtedness of the type and set forth on Schedule 7.3amount permitted by (S)10.1(h), incurred or assumed in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (viiii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of CSX Mortgages and the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary CSX Security Agreements solely to the Company or such Consolidated Subsidiary, as extent that the case may be; CSX Remaining Debt is permitted under (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security deviceS)10.1(f); (xij) Liens securing purchase money liens consisting of deposits to secure Indebtedness permitted by (S)10.1(l) hereof; (k) liens on the rights of WPR under Section 14.05 of its lease with Southern Pacific Transportation Company dated as of 12/30/92 to secure Indebtedness permitted by (S)10.1(n) hereof; (i) liens on the equipment, fixtures and improvements of the US Borrower and the US Restricted Subsidiaries placed in or upon the premises leased pursuant to the Corpus Christi Lease, provided that the US Borrower -------- or any US Restricted Subsidiary shall not make expenditures with respect to such equipment, fixtures and improvements with respect to such premises in excess of $300,000 and (ii) liens of the Port of Corpus Christi Authority of Nueces County, Texas on the two locomotives owned by Rail Link, Inc. and numbered as RLIX 547 and RLIX 475; (m) liens on ASR's track infrastructure granted to the South Australian Minister for Transport and Urban Planning, on the terms in effect as of the Closing Date; (n) liens on the capital stock of any Unrestricted Subsidiary so long as such Liens liens are only on otherwise non-recourse to the asset acquired with such purchase money Indebtedness Borrowers and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer their Restricted Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvio) Liens other liens not included in the foregoing provisions of this (in addition to those specified in clauses (i) through (xv) above) S)10.2 securing Indebtedness permitted by (S)10.1(p) so long as the fair market value of the assets encumbered by such liens does not exceed $1,000,000 in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)aggregate.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; or (vi) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than a transfer in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or assignment such Subsidiary in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; the ordinary course of its business, provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiic) Liens arising out of deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or deposits in the ordinary course of business made in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, obtained in the ordinary course of business; (vd) Liens liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 10.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by ss.10.1(d), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiariesreal or personal property so acquired and liens in favor of lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by ss.10.1(d) hereof; (xiiii) Liens liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Banks and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which Agent under the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Loan Documents.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Marcam Corp)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided PROVIDED that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments, assessments and other government charges and liens to secure claims for labor, material or supplies, in each case in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if and for which the Borrower or such Subsidiary has set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto; (iiiii) statutory Liens deposits or pledges made in connection with, or to secure payment of, worker's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary is at the time in good faith prosecuting an appeal and in respect of which a stay of execution shall have been obtained pending such appeal or shall have obtained an unsecured bond sufficient to release such lien; (v) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case in respect of obligations not overdue for a period of more than 30 days or which or, if such obligations are overdue, being contested in good faith and by appropriate proceedings diligently conducted, if and for which the Borrower or such Subsidiary shall have set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto, PROVIDED that no proceeding to foreclose any such lien shall have been commenced; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Revolving Credit Agreement (Staples Inc)

Restrictions on Liens. The Company will not, and Borrower will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments“receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to any Agent or any Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businesson properties, in each case in respect of obligations not overdue for a period of more existence less than 30 60 days after the Borrower or which the Manager has knowledge thereof or that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to any Agent or any Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (iii) Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, under the Loan Documents; (iv) Liens consisting of interests of lessees of the Containers or arising out from precautionary UCC financing statement filings regarding leases entered into in the ordinary course; (v) Liens in favor of pledges or deposits banks on items in collection (and the documents related thereto) arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use Borrower under Article IV of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Code.

Appears in 1 contract

Samples: Credit Agreement (CAI International, Inc.)

Restrictions on Liens. The Company None of the Borrowers will, nor will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary Borrower or any of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed on the Collateral in favor of the Administrative Agent securing the Obligations; (ii) Liens in favor of such Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Government Mandate Subsidiaries of such Borrower to such Borrower; (iii) Liens to secure taxes, assessments, assessments and other government charges in respect of obligations and Liens to secure claims for labor, material or supplies, in each cash in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if and for which such Borrower or such Subsidiary has set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto; (iiiv) statutory deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, general liability, unemployment or other insurance, old age pensions or other social security obligations; (v) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (vi) Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens Liens, securing obligations incurred in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPthe aggregate do not have a Material Adverse Effect; (iiivii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided, provided that none of such Liens in the reasonable opinion of the Company (A) interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrowers and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its their Subsidiaries, as lessee; and (viiB) Liens outstanding on individually or in the Closing Date and set forth on Schedule 7.3aggregate have a Material Adverse Effect; (viii) Liens pledges or deposits made in favor the ordinary course of either the Company or a Consolidated Subsidiary on all or part business to secure performance of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiarybids, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusaltenders, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees contracts (other than sales constituting a collateral security device); (xifor the repayment of Indebtedness) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising leases, not in connection with the Securities Trading Activities excess of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent aggregate amount due thereunder, or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (statutory obligations, or surety, appeal, indemnity, performance or other similar filings under applicable law) regarding operating leases entered into bonds required in the ordinary course of business; (xvix) banker’s LiensLiens existing on the Effective Date and listed on Schedule 9.2 hereto, rights provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien; (x) purchase money security interests in or purchase money mortgages on Property (other than Inventory and Intellectual Property) acquired after the Closing Date to secure purchase money Indebtedness of set off the type and amount permitted by §9.1(c), incurred in connection with the acquisition of such Property and in any event not more than ninety (90) days from the date of such acquisition, which security interests or similar rights mortgages cover only the Property so acquired; (xi) Liens in respect of the interests of lessors under Capitalized Leases permitted under this Credit Agreement securing obligations of BGI or its Subsidiaries to the lessor under such Capitalized Leases; (xii) Liens granted to the Agents, the Lenders and remedies as the Issuing Banks pursuant to deposit accounts §16.1 hereof; (xiii) Liens (x) in favor of credit card issuers and/or processors securing standard fees due by a Borrower or other funds maintained with depository its Subsidiaries in the ordinary course, which fees are within the general parameters customary in the credit card processing industry and (y) in favor of banking institutions securing standard fees due by a Borrower or its Subsidiaries in the ordinary course in connection with deposit and other bank accounts held at such banking institution, which fees are within the general parameters customary in the banking industry; (xiv) Liens on assets of businessBGI and its Subsidiaries (other than Collateral) not otherwise permitted by clauses (i) through (xiii) above, so long as any Indebtedness secured thereby is permitted under the terms of §9.1 and the aggregate fair market value of all property secured by such Liens does not at any time exceed $5,000,000; (xv) Liens securing Indebtedness permitted under, and subject to, §9.1(k); and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness permitted under §9.1(l) and granted in an aggregate amount for the Company accordance with, and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingsubject to, §9.1(l).

Appears in 1 contract

Samples: Revolving Credit Agreement (Borders Group Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," (and subject to the exceptions therein) with or without recourse; PROVIDED HOWEVER, other than a transfer Borrower and its Subsidiaries may create, assume or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that permit to exist the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existfollowing liens: (ia) Liens imposed liens on property acquired directly or indirectly by Government Mandate the Borrower in accordance with the terms and provisions of Section 9.6 so long as such liens are not securing Indebtedness of the Borrower in excess of the fair market value of the real property; (b) liens (other than blanket liens on the Borrower's or its Subsidiaries' equipment, inventory, accounts or other receivables), securing Indebtedness of the Borrower and its Subsidiaries not to secure taxes, assessments, exceed five percent (5%) of the Consolidated Tangible Net Worth of the Borrower and other government charges in respect its Subsidiaries; (c) liens for taxes or assessments either not yet delinquent or the validity or amount of obligations not overdue or which are is being contested in good faith and by appropriate proceedings diligently conducted, if prosecuted and as to which adequate reserves are maintained shall have been set aside in accordance conformity with GAAPgenerally accepted accounting principles; (iid) statutory Liens deposits or pledges to secure the payment of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ workers compensation, unemployment insurance and or other social security legislationbenefits or obligations, other than any Lien imposed by ERISA; (iv) Liens on deposits or to secure the performance of bids bids, trade contracts, public or performance statutory obligations, surety or appeal bonds and other similar Liens, obligations of a like nature incurred in the ordinary course of business; (ve) Liens on Real Estate consisting of easementsmaterialmen's, rights of waymechanic's, zoning restrictionsworkmen's, restrictions on the use of real propertyrepairmen's, defects and irregularities in the title thereto, and or other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property like liens arising in the ordinary conduct course of business or by operation of law to secure obligations not yet delinquent or which within thirty (30) days of receipt by the business Borrower or any of its Subsidiaries of any lien filing by a lien claimant are being contested by the Company Borrower or such Subsidiary in good faith and its Subsidiariesfor which (a) adequate reserves shall have been set aside in conformity with generally accepted accounting principles or (b) as to which adequate bonds shall have been obtained; (vif) liens securing the rights Indebtedness permitted under Section 9.1(g), Section 9.1(n) and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its SubsidiariesSection 9.14, as lessee;provided that in any case: (viii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company no such lien shall extend to or a Consolidated Subsidiary on all cover any other property or part assets of the assets Borrower or of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be, and (ii) the aggregate principal amount of the indebtedness secured by all such liens in respect of any such property or assets shall not exceed the greater of (A) the fair market value of such property or assets at the time of such acquisition, or (B) the good faith allocated purchase price of such assets; (ixg) Liens on interests consensual landlord's liens and landlord's liens arising by operation of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venturelaw; (xh) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of NationsBank, N. A. to collateralize letters of credit issued by such bank that are outstanding on the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liensdate hereof, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for liens existing on the Company date hereof and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)shown on SCHEDULE 9.2 hereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Michaels Stores Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition sale permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an InvestmentInvestment permitted under Section 7.6; provided that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of businessLiens, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iii) Liens arising out of pledges or deposits in the ordinary course of business made in connection with with, or to secure payment of, workers' compensation, unemployment insurance and insurance, old age pensions, or other social security legislation, other than any Lien imposed by ERISAobligations; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, (A) none of such Liens in the reasonable opinion of the Company Borrower interferes materially with the use of the affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, and (B) such Liens individually or in the aggregate do not have a Material Effect; (viv) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company Borrower or one of its Subsidiaries, as lessee; (viivi) Liens outstanding on the Closing Date and set forth on Schedule 7.37.4; (viiivii) Liens in favor of either the Company Borrower or a Consolidated Restricted Subsidiary on all or part of the assets of any Subsidiary of the Company Borrower securing Indebtedness owing by such Subsidiary to the Company Borrower or such Consolidated Restricted Subsidiary, as the case may be; (ixviii) Liens on interests of the Company Borrower or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company Borrower or its Subsidiaries of their obligations in respect of such partnership or joint venture; (xix) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvix) Liens (in addition to those specified in clauses (i) through (xvix) above) securing Indebtedness (other than the Indebtedness arising in connection with the Existing Credit Agreement) in an aggregate amount for the Company Borrower and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Revolving Credit Agreement (Alliance Capital Management Lp Ii)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device, device or arrangement; (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 for a period of time such against it that the same if unpaid would by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangiblesintangibles (other than general intangibles related to assets disposed of in accordance with this Agreement and the other Loan Documents), chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) liens on assets of the Borrower or its Subsidiaries to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties other than the Mortgaged Property of the Borrower or its Subsidiaries to secure claims for labor, material or supplies in respect of obligations not overdue (or, in each case, which are being contested in good faith and by appropriate proceedings diligently conducted, if and as to which adequate reserves are maintained in accordance with GAAPhave been provided); (iiiii) statutory Liens deposits or pledges made by the Borrower or its Subsidiaries in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or in connection with self-insurance arrangements in respect of such obligations; (iv) liens on properties of the Borrower or its Subsidiaries in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 9.1(d); (v) liens of carriers, warehousemen, mechanics, suppliersrepairmen, laborers, suppliers and materialmen, and materialmen on properties of the Borrower or its Subsidiaries other like Liens than the Mortgaged Property in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate other than the Mortgaged Property of the Borrower or its Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; (vi) , which defects do not individually or in the rights aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) Liens outstanding liens of the Borrower and its Subsidiaries existing on the Closing Date date hereof and set forth listed on Schedule 7.39.2 hereto and refinancings of such Indebtedness permitted under Section 9.1(j); (viii) Liens in favor of either the Company Capitalized Leases secured by, and purchase money security interests in, personal or a Consolidated Subsidiary on all or part tangible property of the assets of any Subsidiary Borrower or its Subsidiaries acquired or refinanced after the date hereof to secure purchase money Indebtedness of the Company securing Indebtedness owing type and amount permitted by Section 9.1(h), incurred in connection with the acquisition of such Subsidiary to property, which security interests cover only the Company personal or such Consolidated Subsidiary, as the case may betangible property so acquired; (ix) Liens on interests liens in favor of the Company holders of the Notes, which liens shall in no event include any lien or its Subsidiaries in partnerships or joint ventures consisting encumbrance of binding rights any kind on the Collateral except for such portion of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating the Collateral which is pledged pursuant to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint ventureMaster Pledge Agreement; (x) UCC notice filings in connection with non-recourse sales liens securing the performance of 12b-1 Fees tenders, bids, contracts (other than sales for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature to the extent permitted by Section 9.1(l) on assets of the Borrower and Subsidiary Guarantors not constituting a collateral security device)Collateral; (xi) Liens securing purchase money Indebtedness so long as such Liens are only on liens in favor of the asset acquired with such purchase money Indebtedness Agent for the benefit of the Banks and secure only the Indebtedness incurred to purchase such assetAgent under the Loan Documents; (xii) Liens incurred liens on the Canton Cast-Roll Facility and the capital stock or otherwise arising in connection with the Securities Trading Activities membership interests of the Broker-Dealer SubsidiariesBorrower and its Subsidiaries to secure Canton Indebtedness to the extent permitted under Section 9.1(q); (xiii) Liens in favor liens on assets of the Administrative Borrower or its Subsidiaries not constituting Collateral securing Indebtedness permitted under Section 9.1(r) provided, that if any such liens cover property on which any Collateral is located, the holders of such liens shall have entered into an intercreditor agreement, if reasonably requested by the Agent or any Bank to secure protect its remaining Collateral, with the ObligationsAgent reasonably satisfactory to the Agent and the Banks; (xiv) Liens arising liens and encumbrances on the Mortgaged Property as and to the extent permitted by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases the Mortgage and any mortgage entered into in the ordinary course of businesspursuant to clause (xii) above; (xv) banker’s Liens, rights liens on assets of set off the Borrower or similar rights any Subsidiary Guarantor not constituting Collateral which assets secure the Borrower's obligations in respect of the Notes to the extent that such liens are permitted under the Indenture; (xvi) a subordinate lien that may be permitted to secure certain payables subject to the negotiation and remedies as delivery of a subordination agreement in form and substance satisfactory to deposit accounts the Co-Agents; (xvii) any leases or subleases to other funds maintained with depository institutions in Persons of properties or assets owned or leased by the ordinary course Borrower or any of businessits Subsidiaries; and (xvixviii) Liens liens on cash deposits, not exceeding $3,000,000 in the aggregate, to secure the Borrower's and Subsidiary Guarantors' obligations in respect of insurance and items of the type referred to in clause (in addition to those specified in clauses iii) or (i) through (xvx) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Revolving Credit Agreement (Rti Capital Corp)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Reorganization, Acquisition or Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 100,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Revolving Credit Agreement (Alliancebernstein L.P.)

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Restrictions on Liens. The Neither the Company will not, and will not cause, permit, or suffer nor any of its Consolidated Subsidiaries to (a) will create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien of any kind upon any of its property Properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such property 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than thirty days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company is contesting in good faith by appropriate proceedings and as to which the Company shall have set aside on its books adequate reserves with respect thereto); or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided however, that the Company and any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist any of the following ("Permitted Liens"): (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges or claims for labor, material or supplies in respect of obligations not overdue or which are due but being contested in good faith and to the extent permitted by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPSection 7.4; (iib) statutory Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens in respect of final judgments or awards against the Company or any of its Subsidiaries in an aggregate amount of not greater than $100,000 (in excess of available insurance recoveries); (d) Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPLiens; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects property and irregularities in the title thereto, landlord's or lessor's Liens under leases to which the Company or any of its Subsidiaries is a party, and other minor Liens, provided, Liens or encumbrances none of such Liens in the reasonable opinion of the Company which interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries and which defects do not individually or in the aggregate have a material adverse effect on the business, assets, financial condition or prospects of the Company or any of its Subsidiaries; (vif) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Any Liens outstanding on the Closing Date assets and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary Property of the Company from time to time securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessPermitted Indebtedness; and (xvig) Any other Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for which shall be approved by the Company and all Board of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered Directors by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)a Supermajority Board Vote.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gabriel Communications Inc /De/)

Restrictions on Liens. The Company will not, and will Borrower shall not cause, permit, or suffer any of its Consolidated Subsidiaries to (aA) create --------------------- or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any Lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property Property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bB) transfer any of such property 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; (cC) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title title-retention or purchase purchase-money security agreement, device, device or arrangement; (dD) suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (eE) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; and shall not permit any of its Subsidiaries to do any of the foregoing; provided that the Company and Borrower or -------- any Subsidiary of the Company may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist the following (collectively, "Permitted Liens"): --------------- (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested Liens on Properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iib) statutory deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance; (c) Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiid) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of of: (i) easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which such the Borrower or any of its Subsidiaries is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company Borrower or one any of its Subsidiaries, as lessee;which defects do not individually or in the aggregate have a Material Adverse Effect on the business of the Borrower or any of its Subsidiaries, and (viiii) Liens outstanding on with respect to Real Estate the Closing Date and set forth on Schedule 7.3;acquisition price for which is not included in Other Costs, mortgage (or deed of trust) Liens (viiiA) Liens in favor the amount secured by any Mortgage Lien shall not exceed the sum of either (1) the Company or a Consolidated Subsidiary on all or part acquisition cost of the assets Real Estate acquired by the Borrower or any of its Subsidiaries and (2) the cost of any improvements constructed thereon; and (B) the Borrower or such Subsidiary shall simultaneously with the acquisition of the Company securing Indebtedness owing by such Subsidiary Real Estate in question either: (1) grant to the Company Collateral Agent a second mortgage (or such Consolidated Subsidiarydeed of trust), as in form and substance satisfactory to the case may be;Required Lenders, subordinate only to the Mortgage Lien, and securing the obligations of the Borrower and its Subsidiaries owing to lenders that are parties to the Intercreditor Agreement, or (ix2) Liens on interests cause the lender in whose favor the Mortgage Lien is to be made to execute and deliver to the Collateral Agent an option to purchase the Mortgage Lien, substantially in the form of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;Exhibit F; --------- (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiiie) Liens in favor of the Administrative Collateral Agent or any Bank for the benefit of the lenders and agents parties to the Intercreditor Agreement securing the obligations permitted to be secured under the Intercreditor Agreement; (f) deposits to secure the Obligations; performance of bids, trade contracts (xiv) Liens arising by virtue other than in respect of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into Indebtedness for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business;business not to exceed in the aggregate at any one time ***** (xvg) banker’s Liens, rights Liens on FCC Licenses and proceeds of set off or similar rights and remedies as to deposit accounts the sale or other funds maintained with depository institutions disposition thereof in favor of the ordinary course FCC securing Indebtedness owing by License Subsidiaries to the FCC or lenders of businesspermitted Indebtedness pursuant to (S)7.01(c)(ii); and (xvih) Liens securing purchase-money Indebtedness permitted under (in addition S)7.01(d)(i), (ii), (iii) or (iv) owing to those specified in clauses (i) through (xv) above) securing a Person that is not a party to the Intercreditor Agreement; provided that such Liens cover only the -------- property acquired with the proceeds of such Indebtedness in an aggregate amount and the proceeds of such property to the extent the applicable Uniform Commercial Code provides for the Company automatic perfection of a security interest in such proceeds. -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from filed separately with the amount of any such Indebtedness that portion which is fully covered by insurance Securities and as to which the insurance company Exchange Commission. Confidential treatment has acknowledged been requested with respect to the Administrative Agent its coverage obligation in writing)omitted portions.

Appears in 1 contract

Samples: Loan Agreement (Omnipoint Corp \De\)

Restrictions on Liens. The Company will not, and Borrower will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments“receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to the Administrative Agent or any Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businesson properties, in each case in respect of obligations not overdue for a period of more existence less than 30 60 days after the Borrower or which the Manager has knowledge thereof or that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to the Administrative Agent or any Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (iii) Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, under the Loan Documents; (iv) Liens consisting of interests of lessees of the Containers or arising out from precautionary UCC financing statement filings regarding leases entered into in the ordinary course; (v) Liens in favor of pledges or deposits banks on items in collection (and the documents related thereto) arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use Borrower under Article IV of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Code.

Appears in 1 contract

Samples: Term Loan Agreement (CAI International, Inc.)

Restrictions on Liens. The Company will not, and will not causepermit any Subsidiary (other than any Foreign Subsidiary) to, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; or (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvencysell, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse, other than a transfer recourse (except the conversion or assignment exchange of accounts receivable into or for notes receivable in connection with a Disposition the compromise or collection thereof, or as otherwise permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investmentby section 10.5.2); provided that the Company and or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations or claims for labor, material or supplies, but only to the extent that and so long as the payment thereof shall not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained at the time be required to be made in accordance with GAAPsection 9.9 hereof; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days deposits or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, worker's compensation, unemployment insurance and insurance, old age pensions or other social security legislationor insurance-related obligations, or to secure the performance of bids, tenders, contracts (other than any Lien imposed by ERISA; those relating to borrowed money) or leases (iv) Liens on deposits other than Capitalized Leases), or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance of bids or performance bonds and other similar Liens, bonds or obligations required in the ordinary course of business; (iii) Liens in respect of judgments or awards that have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or the appropriate Subsidiary of the Company shall at the time in good faith be prosecuting an appeal or a proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the ordinary course of business, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue or being contested in good faith by appropriate proceedings, with respect to which obligations the Company has set aside on its books reserves in accordance with GAAP; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Company or a Subsidiary of the Company is a party, and other minor Liens, provided, none of such Liens which in the reasonable opinion of the Company interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries, which defects do not individually or in the aggregate have a material adverse effect on the business of the Hasbro Companies, considered as a whole; (vi) Liens consisting of purchase money security interests in or purchase money mortgages on real or personal property acquired after the rights date hereof to secure purchase money Indebtedness incurred in connection with the acquisition of such property or Capitalized Leases, which Liens cover only the real or personal property so acquired or leased provided that the aggregate amount of Indebtedness secured by such Liens and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeCapitalized Leases does not exceed $50,000,000 outstanding at any time; (vii) Liens outstanding existing on the Closing Date date hereof and set forth listed on Schedule 7.310.2 hereto; (viii) Liens securing the Secured Obligations in favor of either the Company or a Consolidated Subsidiary on all or part Agent for the benefit of the assets of any Subsidiary of Banks and the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may beAgent; (ix) Liens on interests the property or assets of a Person which becomes a Subsidiary of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for after the performance by the Company or its Subsidiaries of their obligations in respect date hereof securing Indebtedness of such partnership Subsidiary permitted under section 10.1 provided that (i) such Liens existed at the time such Person became such a Subsidiary and were not created in anticipation thereof and (ii) any such Lien is not spread to cover any property or joint ventureassets of such Person after the time such person becomes a Subsidiary; (x) UCC notice filings Liens existing on assets or properties at the time of the acquisition thereof by the Company or any Subsidiary of the Company which were not created in connection anticipation of the acquisition thereof by the Company or such Subsidiary, and which do not materially interfere with non-recourse sales the use, occupancy, operation and maintenance of 12b-1 Fees (the property or assets subject thereto or extend to or cover any assets or property of the Company or such Subsidiary other than sales constituting a collateral security device)the assets or property being acquired or secure any Indebtedness not permitted under section 10.1; (xi) Liens securing purchase money Indebtedness so long as any encumbrance or restriction (including, without limitation, put and call agreements and transfer restrictions, but not pledges) with respect to the Capital Stock of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements with respect to such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetjoint venture or similar arrangement; (xii) Liens incurred a Lien on the shares of Capital Stock of Atari and other related rights and interests to secure the Company's obligations under a collar or otherwise arising other hedging agreement between the Company and a third party to hedge against fluctuations in connection with the Securities Trading Activities price of the Broker-Dealer Subsidiariessuch shares; (xiii) Liens in favor on assets of the Administrative Agent any Foreign Subsidiary securing Indebtedness of any Foreign Subsidiary permitted by section 10.1(b) or any Bank to secure the Obligationssection 10.1(j); (xiv) Liens arising by virtue on assets to secure obligations in respect of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into Interest Hedging Agreements not to exceed, in the ordinary course case of businessInterest Hedging Agreements to which neither the Agent nor any Bank or Bank Affiliate is a party, $75,000,000 in aggregate amount at any time outstanding; (xv) banker’s Liens, rights of set off or similar rights Liens on any receivables and remedies as related assets subject to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; andany Asset Sale permitted under sections 10.5.2(j) hereof; (xvi) Liens created pursuant to and in accordance with any Permitted Receivables Securitization Facility; and (xvii) other Liens on assets which secure obligations not exceeding $25,000,000 in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)outstanding.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hasbro Inc)

Restrictions on Liens. The Company will shall not, and will not causenor shall it permit any Subsidiary to, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien of any kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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) acquiresell, 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, which sale, assignment, pledge or other than transfer gives rise to a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that Lien, except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:“Permitted Liens”): (a) Liens (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges or (ii) on properties to secure claims for labor, material or supplies, in each case, in respect of obligations not overdue or which that are being contested in good faith and by appropriate proceedings diligently conducted(provided that, if adequate reserves are maintained in accordance the obligation with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or to which are any such Lien arises is being contested in good faith and by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings diligently conducted, if as long as the Company or its applicable Subsidiary shall have set aside on their books adequate reserves are maintained in accordance with GAAPrespect thereto); (iiib) Liens arising out of deposits or pledges or deposits made in the ordinary course of business in connection with workers’ workmen’s compensation, unemployment insurance and insurance, old age pensions or other social security legislation, obligations other than any Lien imposed by ERISAERISA and not permitted pursuant to Section 10.7; (ivc) Liens on deposits to in respect of judgments or awards (i) which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Company or its applicable Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Company or such Subsidiary maintains adequate reserves or (ii) that secure performance judgments for the payment of bids or performance bonds money not constituting an Event of Default under Section 11(i); (d) Liens of carriers, warehousemen, repairmen, landlords, mechanics and materialmen, and other similar like Liens, in existence less than 120 days from the ordinary course date of business;creation thereof in respect of obligations not overdue, provided that such Liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Company or its applicable Subsidiary in good faith by appropriate proceedings and if the Company or such Subsidiary shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that the Company or such Subsidiary will pay any such claim forthwith upon commencement of proceedings to foreclose any such Lien; Waste Connections, Inc. Note Purchase Agreement (ve) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which the Company or any Subsidiary is a party, and other minor Liens, provided, Liens none of such Liens which in the reasonable opinion of the Company or such Subsidiary interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiariesor such Subsidiary, which defects do not individually or in the aggregate have a Material Adverse Effect; (vif) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee[Reserved]; (viig) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings good faith deposits in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness bids, tenders and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank contracts, deposits to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (public or similar filings under applicable law) regarding operating leases entered into statutory obligations and deposits to secure surety bonds or import duties, in each case incurred in the ordinary course of business; (xvh) Liens incurred in the ordinary course of business relating to banker’s Liens, rights of set set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institutions institution; (i) any cash collateral required to be delivered by or on behalf of the Company pursuant to Section 2.18 (or any replacement section) of the Bank Credit Agreement; (j) Liens arising from precautionary UCC or PPSA financing statement filings regarding “true” leases entered into by the Company or its Subsidiaries in the ordinary course of business; and (xvik) Liens (other Liens, in addition to those specified in permitted by clauses (ia) through (xv) above) j), securing Indebtedness and other obligations, so long as the aggregate outstanding amount of Priority Debt and such other obligations at any time does not exceed 15% of Consolidated Tangible Assets; provided that any Lien in an aggregate amount for connection with a Permitted Receivables Transaction shall meet the Company requirements of a Permitted Receivables Lien; and provided further that no such Liens permitted under this clause (k) may secure any Indebtedness under any Material Credit Facility unless effective provision is made whereby the Notes will be equally and ratably secured with any and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as thereby secured pursuant to which the insurance company has acknowledged customary documentation reasonably satisfactory to the Administrative Agent its coverage obligation in writing)Required Holders.

Appears in 1 contract

Samples: Master Note Purchase Agreement (Waste Connections, Inc.)

Restrictions on Liens. The Company Parent and each of the Borrowers will not, and the Parent will not cause, permit, or suffer permit any of its Consolidated other Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (d) suffer to exist for a period of more than sixty (60) days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse; or (f) enter into or permit to remain in effect any agreement by which such Person agrees not to encumber, other than mortgage, pledge, restrict or grant a transfer or assignment security interest in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; any of its assets, provided that the Company Parent, each of the Borrowers and any other Subsidiary of the Company Parent may create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any one or more of the following Permitted Liens: (i) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations and liens on properties to secure claims for labor, material or supplies or other Vessel operating expenses in respect of obligations which, in each case, are not overdue or are being contested in good faith and as to which adequate reserves have been set aside on the books of the Parent or a Borrower, as applicable, provided that no notice of a lien has been filed or recorded under the Code or other applicable law; (ii) deposits or pledges required in the ordinary course of business in connection with, or to secure payment of, payroll taxes, workmen's compensation, unemployment insurance, old age pensions or other social security obligations (other than any lien imposed by ERISA) and in each case, which do not secure the payment of Indebtedness and which do not in the aggregate impair in any material respect the use of the Property of the Parent and its Subsidiaries in the operation of their business; (iii) deposits of cash and equivalents to secure the non- delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and performance bonds and other obligations of a similar nature, in each case made or incurred in the ordinary course of business and in respect of obligations which are not overdue and in each case, which do not secure the payment of Indebtedness and which do not in the aggregate impair in any material respect the use of the Property of the Parent and its Subsidiaries in the operation of their business; (iv) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by SECTION 9.1(d) hereof; (v) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties arising in the ordinary course of business and which are in existence less than 120 days from the date of creation thereof in respect of obligations not overdue and remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings diligently conductedhave the effect of preventing the forfeiture or sale of the property subject thereto; and in each case, if adequate reserves are maintained which do not secure the payment of Indebtedness and which do not in accordance with GAAPthe aggregate impair in any material respect the use of Property in the operation of the business of the Parent and its Subsidiaries; (iivi) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases, and other minor Liens, providedliens or encumbrances incurred in the ordinary course of business, none of such Liens which in the reasonable opinion aggregate are substantial in amount, and none of which, individually or in the Company aggregate, interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company Parent or one any of its Subsidiaries, as lesseeand none of which secure payment of Indebtedness; (vii) Liens liens outstanding on the Closing Date and listed on SCHEDULE 9.2 attached hereto (acceptable to the Administrative Agent and the Banks) and liens securing replacement or refinancing Indebtedness permitted pursuant to SECTION 9.1(f), provided that (i) such liens do not extend to any property of such Person not previously subject to a lien securing the Indebtedness set forth on Schedule 7.3SCHEDULE 9.2 being refinanced; and (ii) after giving effect to incurrence of such lien no Default or Event of Default shall have occurred and be continuing and the Borrowers shall be in compliance with the borrowing limitations set forth herein; (viii) Liens security interests in favor of either and mortgages or negative pledges on real or personal property acquired or constructed after the Company Closing Date and liens on assets acquired subject to such liens or a Consolidated Subsidiary on all or part negative pledges, so long as, in each case, such liens only secure Indebtedness of the assets type and amount permitted by SECTION 9.1(g) hereof, incurred or assumed in connection with the acquisition of any Subsidiary of such property, which security interests, mortgages or negative pledges cover only the Company securing Indebtedness owing by real or personal property so acquired (and the accounts, contracts and insurance proceeds associated with such Subsidiary to the Company or such Consolidated Subsidiary, as the case may beproperty); (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of the Administrative Agent or any Bank to secure for the Obligations; (xiv) Liens arising by virtue benefit of Uniform Commercial Code financing statement filings (or similar filings the Banks and the Administrative Agent under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessLoan Documents; and (xvix) Liens (in addition to those specified in clauses (i) through (xv) above) liens on vessels owned by Trico Supply securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)set forth on SCHEDULE 9.1 hereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Trico Marine Services Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any --------------------- of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid would by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditorscreditors which in the aggregate exceed the lesser of (A) $1,000,000 and (B) $5,000,000 minus the amount of the Indebtedness of the ----- Borrower and its Subsidiaries described under (S)(S)9.1(c) and 9.1(h); or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, -------- incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of which a stay of execution shall have been obtained pending such appeal or review; (iie) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests listed on Schedule 9.2 -------- --- hereto and any extensions, renewals or replacements thereof which are, in each case, on terms and conditions no less favorable to the Borrower and the interest of landlords the Agents and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeBanks; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part date hereof to secure purchase money Indebtedness of the assets of any Subsidiary of the Company securing Indebtedness owing type and amount permitted by such Subsidiary to the Company or such Consolidated Subsidiary(S)9.1(c), as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings incurred in connection with non-recourse sales the acquisition of 12b-1 Fees (other than sales constituting a collateral such property, which security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure interests or mortgages cover only the Indebtedness incurred to purchase solely for the purpose of financing the acquisition of such assetreal or personal property so acquired; (xiii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of the Administrative Loan and Collateral Agent or any Bank to secure for the Obligationsbenefit of the Banks and the Agents under the Loan Documents; (xivj) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Permitted IBJ Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvik) Liens liens on assets other than inventory or Accounts Receivables which are pledged to secure Indebtedness of the type and amount permitted by (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingS)9.1(h).

Appears in 1 contract

Samples: Revolving Credit Agreement (California Steel Industries Inc)

Restrictions on Liens. The Company will Borrowers shall not, and will not cause, permit, or suffer nor permit any of its Consolidated their Subsidiaries to (a) to, create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:"Permitted Liens"): (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue, to the extent that payment thereof is not required pursuant to ss.7.8 hereof; (b) Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or to secure contracts, leases and statutory obligations; (c) Liens in respect of judgments or awards which are being contested have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves or are maintained in accordance with GAAPcovered by insurance or bonds; (iid) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmenmaterialmen and reclamation rights of suppliers and vendors, and other like Liens in the ordinary course of businessliens, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, PROVIDED THAT such liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the applicable Borrower in good faith and by appropriate proceedings diligently conducted, and if such Borrower shall have set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto as required by GAAP and PROVIDED FURTHER that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien unless such lien is bonded; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens Encumbrances on Real Estate Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, Real Property and defects and irregularities in the title thereto, landlord's or lessor's liens and rights under leases to which any Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the Real Property affected property in the ordinary conduct of the business of such Borrower, which defects do not individually or in the Company aggregate have a material adverse effect on the business of such Borrower individually or of the Borrowers on a consolidated basis and its Subsidiariesdo not adversely affect the Lenders' collateral rights; (vii) the rights and interests of landlords and lessors under leases of Real Estate leased liens granted by the Company Borrowers or one of its Subsidiariesacquired Subsidiaries with respect to asset financings (mortgages, as lessee; (viiCapitalized Leases, etc.) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts industrial revenue bonds or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).leases permitted under ss.8.1

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries;; 36 Americas 91904575 (2K) (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Revolving Credit Agreement (Alliancebernstein L.P.)

Restrictions on Liens. The Company Borrower will not, and will cause its Subsidiaries not causeto, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition except as follows (the "Permitted Liens"): (a) Liens existing on the Effective Date and listed on Schedule 9.2(a) hereto; (b) Liens securing Indebtedness permitted under by Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment9.1(b)(i) hereof; provided that the Company assets subject to such liens and any Subsidiary of security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the Company may create or incur, or cause, permit, or suffer rights to be created or incurred or to exist:payment thereunder; (ic) Liens imposed by Government Mandate securing Indebtedness permitted under Sections 9.1(d) and (e) (provided that Liens created pursuant to a Permitted Receivables Transaction are only on the receivables (and related contract rights, general intangibles, and chattel paper) so transferred and securing only the obligations with respect thereto); (d) Liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue overdue; (e) Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (f) Liens in respect of judgments or awards which are being contested have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower maintains adequate reserves are maintained in accordance with GAAPreserves; (iig) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, provided that such liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the Borrower (or any Subsidiary) in good faith and by appropriate proceedings diligently conducted, and if the Borrower shall have set aside on its books adequate reserves are maintained in accordance with GAAP;respect thereto as required by GAAP and provided further that the Borrower (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and (iiih) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or any Subsidiary is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company Borrower or one any of its Subsidiaries, as lessee; (vii) Liens outstanding which defects do not individually or in the aggregate have a material adverse effect on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part business of the assets of Borrower or any Subsidiary individually or of the Company securing Indebtedness owing Borrower and its Subsidiaries on a consolidated basis. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or assume any lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, lien equally and ratably with any and all other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness thereby secured so long as such Liens are only on other Indebtedness shall be so secured; provided, that the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities covenants of the Broker-Dealer Subsidiaries; (xiii) Liens Borrower and the Guarantor contained in favor this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Administrative Agent Borrower or any Bank the Guarantor to ratably secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in Obligations and the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Guaranteed Obligations hereunder.

Appears in 1 contract

Samples: Loan Agreement (Waste Management Holdings Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist (the "Permitted Liens"): (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iic) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 9.1(e); (e) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 9.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness in an amount permitted by Section 9.1(i), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiariesreal or personal property so acquired; (xiiii) Liens liens in favor of the Administrative Agent or any Bank Senior Collateral Agent, for the benefit of the Senior Lenders and the Senior Agents, under the Senior Loan Documents; provided that such liens are subject to secure the ObligationsIntercreditor Agreement; (xivj) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings liens to secure obligations under applicable law) regarding operating leases entered into in the ordinary course of businessSecured Convertible Note Documents; (xvk) banker’s Liens, rights of set off or similar rights and remedies as liens to deposit accounts or other funds maintained with depository institutions in secure obligations under any notes provided to the ordinary course of businesstrade vendors pursuant to the Trade Vendor Extension Agreement; provided that such liens are subject to the Trade Vendor Intercreditor Agreement; and (xvil) Liens liens on inventory and proceeds thereof (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged up to the Administrative Agent its coverage obligation in writing)cost thereof to the Borrower or such Subsidiary) held on consignment from trade vendors securing obligations to return or pay the purchase price of such inventory.

Appears in 1 contract

Samples: Bridge Term Loan Credit Agreement (Whitehall Jewellers Inc)

Restrictions on Liens. The Company Borrowers will not, and will not cause, permit, or suffer permit any of its Consolidated their Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid could reasonably be expected by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) except as specifically permitted by Section 10.5.2 hereof, sell, assign, pledge, discount, factor or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrowers and any Subsidiary of the Company any Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of any Borrower or any Guarantor on all or part of the assets of Subsidiaries of any Borrower or such Guarantor securing Indebtedness owing by Government Mandate Subsidiaries of such Borrower or such Guarantor, as the case may be, to such Borrower or to such other Guarantor; (ii) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days overdue, or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted and with respect to which adequate reserves are being maintained in accordance with GAAPgenerally accepted accounting principles so long as such liens are not being foreclosed; (iii) Liens arising out of deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations and good faith deposits in the ordinary course of business in connection with workers’ compensationtenders, unemployment insurance and contracts or leases to which it is a party or deposits or pledges to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds or other social security legislation, other than any Lien imposed by ERISAsimilar obligations; (iv) Liens liens on deposits properties in respect of judgments or awards, the Indebtedness with respect to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of businesswhich is permitted by Section 10.1(d); (v) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties which would not have a Material Adverse Effect and are in respect of obligations not overdue, or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with generally accepted accounting principles so long as such liens are not being foreclosed; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's or lessee's liens under leases to which the Borrowers or a Subsidiary of any Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of such Borrower and its Subsidiaries, which defects do not individually or in the Company aggregate have a Material Adverse Effect; (vii) liens existing and listed on Schedule 10.2 hereto; -84- 94 (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 10.1(h), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of the lessor on any Capitalized Lease or Synthetic Lease for equipment acquired after the date hereof which is the subject of such Capitalized Lease or Synthetic Lease to secure Indebtedness of the type and amount permitted by Section 10.1(h), incurred in connection with such Capitalized Lease or Synthetic Lease, which lien or security interest covers only the property which is the subject of such Capitalized Lease or Synthetic Lease; (ix) liens in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents; (x) liens in favor of the FIUI Agent for the benefit of the FIUI Banks and the FIUI Agent under the FIUI Loan Documents; (xi) liens in favor of Bakex & XcKexxxx xx Agent under the Astron Pledge; (xii) liens in favor of Ericsson under the Ericsson Pledge Agreement and the Ericsson General Purchase Agreement; (xiii) rights of third parties in equipment or inventory consigned to, or otherwise owned by such third party and which is being stored on property owned or leased by, any Borrower or any of its Subsidiaries; (vixiv) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens unsecured creditors located in favor of either the Company or a Consolidated Subsidiary on all or part jurisdictions outside of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated SubsidiaryUnited States which may, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect under applicable laws of such partnership or joint venture; (x) UCC notice filings jurisdiction, have priority over secured creditors in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness certain circumstances, so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business;rights do not have a Material Adverse Effect; and (xv) banker’s Liensliens on assets of a Subsidiary acquired after the Closing Date pursuant to a Permitted Acquisition, rights which security interests cover only the assets so acquired, securing Indebtedness permitted by Section 10.1 hereof provided (1) such security interests were not created in contemplation of set off such Permitted Acquisition; (2) such security interests are terminated and discharged to the satisfaction of the Agent within ninety (90) days of the date such Permitted Acquisition is consummated; and (3) on the date of consummation of such Permitted Acquisition the Company shall have provided to the Agent a description of any liens or similar rights and remedies security interests existing as to deposit accounts or other funds maintained such Subsidiary on such date together with depository institutions in a certification that arrangements are being made to terminate all security interests and liens within the ordinary course of business; and time period permitted by subparagraph (xvi2) Liens hereof (in addition such liens and security interests being hereinafter referred to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for as the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing"Temporary Liens").

Appears in 1 contract

Samples: Revolving Credit Agreement (Flextronics International LTD)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; or (vi) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than a transfer in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or assignment such Subsidiary in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; the ordinary course of its business, provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist the following (each of which categories shall be interpreted as being separately permitted, notwithstanding any overlap among such categories): (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of which a stay of execution shall have been obtained pending such appeal or review; (iie) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges encumbrances on real property owned by the Borrower or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate a Subsidiary consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, which defects and irregularities do not individually or in the aggregate have a Material Adverse Effect; and landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party; (g) liens existing on the date hereof and listed on Schedule 8.2 hereto; (h) purchase money security interests in, title retention agreements in, conditional sales agreements for, purchase money mortgages on or other minor Lienssingle asset liens on real or personal property securing Indebtedness of the type and amount permitted by Section 8.1(c), providedwhich security interests, none mortgages or liens cover only the applicable real or personal property and do not extend to any other assets or properties of the Borrower or its Subsidiaries; (i) liens or security interests arising pursuant to or in connection with the Economic Development and Manufacturing Assistance Act of 1990 (the "Act") set forth in Sections 32-220 to 32-234 of Chapter 5881 of Title 32 of the General Statutes of Connecticut Revision of 1958, Revised to 1996 as the same may be amended from time to time (the "Connecticut Statutes") and as set forth in Connecticut tax code (the "Connecticut Tax Code") Section 12-81(70) and (72) of Chapter 201 of Title 12 of the Connecticut Statues (the lien described in this clause (i) shall be limited to transactions in which tax credits or exemptions are granted to purchasers under the Act and the Connecticut Tax Code arising from the purchase of specific machinery and equipment); (j) liens or security interests in, or pledges or assignments of, life insurance policies owned by the Borrower or any of its Subsidiaries securing borrowings against the cash value of said policies provided that the Indebtedness in respect of such Liens in borrowings is permitted by Section 8.1(g); (k) liens on the reasonable opinion assets and properties of Foreign Subsidiaries securing Indebtedness of such Foreign Subsidiaries permitted by Section 8.1(h); and (l) unrecorded minor liens, leases or encumbrances on the Real Estate or other assets of the Company interferes Borrower and its Subsidiaries which do not interfere materially with the use of the property or assets affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights such Person's business and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing do not secure Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)borrowed money.

Appears in 1 contract

Samples: Multicurrency Revolving Credit Agreement (Rogers Corp)

Restrictions on Liens. The Company will notNone of the Borrowers will, and will not cause, permit, or suffer nor xxxx Xxxxx permit any of its Consolidated Subsidiaries to (a) to, create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredcharacter, or upon except as follows (the income or profits therefrom“Permitted Liens”): (a) Liens securing Secured Indebtedness; provided that such Secured Indebtedness is permitted by §9.1 hereof; provided further that the aggregate net book value of the assets of Ryder and its Consolidated Subsidiaries securing Secured Indebtedness which (i) consists of Indebtedness included within clause (a) of the definition of “Secured Indebtedness” and (ii) is incurred pursuant to §9.1(b), shall not, at any time, exceed an amount equal to two-hundred percent (200%) of the aggregate outstanding principal amount of such Secured Indebtedness; (b) transfer any encumbrances consisting of zoning restrictions, exceptions, easements, leases or other like restrictions on the use of Real Property which do not materially impair the use of such 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; property; (c) acquirethe following Liens or charges which are not yet due or are payable without penalty or of which the amount, applicability 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same validity is being contested in good faith by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existappropriate proceedings: (i) Liens imposed by Government Mandate to secure for taxes, assessments, and assessments or other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPgovernmental charges; (ii) statutory Liens given in the ordinary course of carriersbusiness pursuant to any governmental regulation in order to allow Ryder or a Consolidated Subsidiary to maintain self-insurance, warehousemenor to participate in any fund or participate in any benefits in connection with worker’s compensation, mechanicsunemployment insurance, suppliersold age pensions or other social security, laborersor for any other purpose at any time required by Law or governmental regulation as a condition to the transaction of business or the exercise of any privilege or license; (iii) mechanic’s, and materialmencarrier’s, and worker’s, warehouseman’s, landlord’s or other like Liens arising in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) including Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAincident to construction; (iv) any inchoate Liens on deposits arising under ERISA to secure performance any contingent liability of bids Ryder or performance bonds and other similar Liens, in the ordinary course of business;a Consolidated Subsidiary; and (v) other Liens on Real Estate consisting incidental to the conduct of easements, rights business or ownership of way, zoning restrictions, restrictions on property and assets which were not incurred in connection with the borrowing of money and which do not in the aggregate materially impair the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none property or assets of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and Ryder or its Consolidated Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ixd) Liens on interests of accounts receivable subject to the Company or its Subsidiaries Receivables Purchase Agreements referred to in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device§9.3(d); (xie) Liens on cash, cash equivalents and marketable securities securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Derivatives Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvif) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged on assets subject to the Administrative Agent its coverage obligation in writingsecuritization permitted pursuant to §9.3(e).

Appears in 1 contract

Samples: Global Revolving Credit Agreement (Ryder System Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness 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, device or arrangement; or (d) suffer to exist for a period of more than sixty (60) days after the same shall have been incurred any Indebtedness indebtedness or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedor Liens on properties to secure claims for labor, if adequate reserves are maintained material or supplies in accordance with GAAPrespect of obligations not overdue or being contested in good faith by appropriate proceedings; (iiiii) statutory deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations, other than any Lien imposed by ERISA in excess of the Threshold Amount; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businesson properties, in each case existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided, provided that none of such Liens in the reasonable opinion of the Company (A) interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries; , and (viB) individually or in the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeaggregate has a Material Adverse Effect; (vii) Liens outstanding existing on the Closing Date date hereof and set forth listed on Schedule 7.38.2 hereto, including any renewals, refinancings and extensions thereof provided that (x) the aggregate amount of indebtedness secured by such Liens is not increased by any such renewal, refinancing or extension and (y) such indebtedness is not secured by any additional assets; (viii) Liens purchase money security interests in favor of either or purchase money mortgages on real or personal property acquired after the Company date hereof by the Borrower or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to secure purchase money indebtedness incurred in connection with the Company acquisition of such property or under any Capitalized Lease, which security interests or mortgages cover only the real or personal property so acquired; provided that such purchase money security interests in or purchase money mortgages do not secure an aggregate amount of purchase money indebtedness (including purchase money indebtedness incurred under any Capitalized Lease) in excess of ten percent (10%) of Consolidated SubsidiaryTotal Assets at such time, as the case may bewhich such indebtedness is also permitted hereunder; (ix) Liens on interests of the Company or its Subsidiaries Borrower’s common stock held in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;Treasury; and (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as not otherwise permitted hereunder, provided that such Liens are only on the asset acquired with such purchase money Indebtedness and do not secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not outstanding or committed in excess of $80,000,000 outstanding five percent (5%) of Consolidated Total Assets at any point in time (but excluding from the amount of any such Indebtedness that portion time, which such indebtedness is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)also permitted hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (Timberland Co)

Restrictions on Liens. The Company will notNone of the Borrowers will, and none will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, “receivables” as defined in clause (vii) of the definition of the term “Indebtedness,” with or without recourse, recourse other than a transfer in the ordinary course of business; or (vi) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits any Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than (1) the restrictions under the Loan Documents in favor of the Agent for the benefit of the Lenders and the Agent, (2) the restrictions under the 2009 Senior Secured Debt Documents as in effect on July 7, 2009 as amended to the extent permitted by §10.13, (3) restrictions under the Unsecured Term Loan Documents and as amended to the extent permitted by §10.15, (4) restrictions under the Pre-Petition Loan Documents, and (5) customary anti-assignment provisions in connection with a Disposition permitted under Section 7.1 leases and licensing agreements entered into by such Borrower or Reorganization or Acquisition permitted under Section 7.2 or an Investment; such Subsidiary in the ordinary course of its business, provided that the Company and any Subsidiary of the Company Borrowers or their Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPgenerally accepted accounting principles; (iib) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (d) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPgenerally accepted accounting principles; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases or subleases to which any Borrower or a Subsidiary of any Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrowers interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrowers and its their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrowers and their Subsidiaries on a consolidated basis; (vif) liens existing on the rights date hereof and interests of landlords listed and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseedescribed on Schedule 10.2 hereto; (viig) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property other than Mortgaged Properties acquired after the Closing Date date hereof to secure purchase money Indebtedness of the type and set forth on Schedule 7.3amount permitted by §10.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (viiih) Liens other liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (i) liens in favor of either the Company or a Consolidated Subsidiary on all or part Agent for the benefit of the assets of any Subsidiary of Lenders and the Company securing Indebtedness owing by such Subsidiary to Agent under the Company or such Consolidated Subsidiary, as the case may beLoan Documents; (ixj) Liens liens on interests of the Company tenant improvements securing Indebtedness incurred with respect thereto and which is permitted under §10.1(d) or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture;§10.1(j); and (xk) UCC notice filings liens created under, or evidenced or governed by, the 2009 Senior Secured Debt Documents as in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xieffect on the Petition Date securing Indebtedness permitted by §10.1(g) Liens securing purchase money Indebtedness so long as such Liens liens are only on subject to, and subordinated to the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities liens of the Broker-Dealer Subsidiaries; (xiii) Liens in favor Agent pursuant to, all of the Administrative Agent or any Bank to secure terms of the Obligations; 2009 Intercreditor Agreement (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business2009 Senior Secured Debt); and (xvil) Liens (in addition to those specified in clauses (i) through (xv) above) liens on insurance policies and the proceeds thereof securing Indebtedness in an aggregate amount for the Company and all financing of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)premiums with respect thereto.

Appears in 1 contract

Samples: Senior Secured Priming and Superpriority Debtor in Possession Credit Agreement (Real Mex Restaurants, Inc.)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; or (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens to secure claims for labor, material or supplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of which a stay of execution shall have been obtained pending such appeal or review; (iie) statutory Liens liens or claims of carriers, warehousemen, mechanics, suppliers, laborers, ship repairers and materialmen, and other like Liens in the ordinary course of businessliens, in each case existence less than 120 days from the date of creation thereof in respect of obligations which are either (i) not overdue for a period of more than 30 days or which are (ii) being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPthe Borrower; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 12.2 hereto; (viih) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of the Administrative Agent or any Bank to secure the ObligationsDocumentation Agent for the benefit of the Banks and the Agents under the Loan Documents; (xivi) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in liens permitted pursuant to the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessVessel Mortgages; and (xvij) Liens (liens in addition respect of Indebtedness permitted pursuant to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingss.12.1(e)(ii).

Appears in 1 contract

Samples: Debtor in Possession Revolving Credit and Term Loan Agreement (Hvide Marine Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist (the “Permitted Liens”): (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iic) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 9.1(e); (e) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 9.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness in an amount permitted by Section 9.1(i), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiariesreal or personal property so acquired; (xiiii) Liens liens in favor of the Administrative Agent or any Bank Senior Collateral Agent, for the benefit of the Senior Lenders and the Senior Agents, under the Senior Loan Documents; provided that such liens are subject to secure the ObligationsIntercreditor Agreement; (xivj) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings liens to secure obligations under applicable law) regarding operating leases entered into in any notes provided to the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as trade vendors pursuant to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessTrade Vendor Extension Agreement; provided that such liens are subject to the Trade Vendor Intercreditor Agreement; and (xvik) Liens liens on inventory and proceeds thereof (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged up to the Administrative Agent its coverage obligation in writing)cost thereof to the Borrower or such Subsidiary) held on consignment from trade vendors securing obligations to return or pay the purchase price of such inventory.

Appears in 1 contract

Samples: Intercreditor and Lien Subordination Agreement (Whitehall Jewellers Inc)

Restrictions on Liens. The Company None of the Borrowers will, nor will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary Borrower or any of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed on the Collateral in favor of the Administrative Agent securing the Obligations; (ii) Liens in favor of such Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Government Mandate Subsidiaries of such Borrower to such Borrower; (iii) Liens to secure taxes, assessments, assessments and other government charges in respect of obligations and Liens to secure claims for labor, material or supplies, in each cash in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if and for which such Borrower or such Subsidiary has set aside on its books adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAthereto; (iv) Liens on deposits or pledges made in connection with, or to secure performance payment of, workmen’s compensation, general liability, unemployment or other insurance, old age pensions or other social security obligations; Event, the Borrowers shall comply with the provisions of bids or performance bonds §8.15 hereof and other similar Liensmaintain only such amounts, if any, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and investment accounts as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)may be expressly permitted under said §8.15.

Appears in 1 contract

Samples: Agreement to Correct Page (Borders Group Inc)

Restrictions on Liens. The Company will not, and Borrower will not cause, permit, or suffer any of its Consolidated Subsidiaries to (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredtheir Property, or upon the income or profits therefrom, which is not removed of record, bonded off, or dismissed within fifteen (15) Business Days after the date of notice of such filing; (bii) transfer any of such property or assets Property or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness Debt or performance of any other obligation in priority to payment of its general creditors; (ciii) 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, device or arrangement; (div) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness Debt or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: exist (i) Liens imposed by Government Mandate the “Permitted Liens”): liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days overdue; deposits or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, workmen’s compensation, unemployment insurance and insurance, old age pensions or other social security legislationobligations; liens on properties in respect of judgments or awards, other than any Lien imposed the Debt with respect to which is permitted by ERISA; (iv) Liens Section 7.2(d); and encumbrances on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the Property affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) Borrower, which defects do not individually or in the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding aggregate have a materially adverse effect on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part business of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Borrower.

Appears in 1 contract

Samples: Loan Agreement (Pulse Biosciences, Inc.)

Restrictions on Liens. The Company Parent and each of the Borrowers will not, and the Parent will not cause, permit, or suffer permit any of its Consolidated other Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (d) suffer to exist for a period of more than sixty (60) days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse; or (f) enter into or permit to remain in effect any agreement by which such Person agrees not to encumber, other than mortgage, pledge, restrict or grant a transfer or assignment security interest in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; any of its assets, provided that the Company Parent, each of the Borrowers and any other Subsidiary of the Company Parent may create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any one or more of the following Permitted Liens: (i) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies or other Vessel operating expenses in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (ii) deposits or pledges made in connection with, or to secure payment of, payroll taxes, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iii) deposits to secure the performance of bids, trade contracts, leases, statutory Liens obligations, surety and performance bonds and other obligations of a similar nature, in each case made or incurred in the ordinary course of business and in respect of obligations which are not overdue; (iv) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 9.1(d) hereof; (v) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which such Person is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Person interferes materially with the use of the property affected property in the ordinary conduct of the business of such Person, which defects do not individually or in the Company aggregate have a materially adverse effect on the business of the Parent and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) Liens liens outstanding on the Closing Date and set forth listed on Schedule 7.39.2 attached hereto; (viii) Liens security interests in favor of either and mortgages or negative pledges on real or personal property acquired or constructed after the Company Closing Date and liens on assets acquired subject to such liens or a Consolidated Subsidiary on all or part negative pledges, to secure Indebtedness of the assets type and amount permitted by Section 9.1(g) hereof, incurred or assumed in connection with the acquisition of any Subsidiary of such property, which security interests, mortgages or negative pledges cover only the Company securing Indebtedness owing by real or personal property so acquired (and the accounts, contracts and insurance proceeds associated with such Subsidiary to the Company or such Consolidated Subsidiary, as the case may beproperty); (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of the Administrative Agent or any Bank to secure for the Obligations; (xiv) Liens arising by virtue benefit of Uniform Commercial Code financing statement filings (or similar filings the Banks and the Agent under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessLoan Documents; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Trico Marine Services Inc)

Restrictions on Liens. The Borrower and the Holding Company will not, and will not cause, permit, or suffer permit any of its Consolidated their Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (d) suffer to exist for a period of more than sixty (60) days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy Bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse; PROVIDED, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided HOWEVER, that the Company Borrower and any Subsidiary of its Subsidiaries (and with respect only to liens to secure taxes and SUBSECTION (L) below, the Company Holding Company) may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of any Subsidiary of the Borrower securing Indebtedness owing by Government Mandate such Subsidiary of the Borrower to the Borrower; PROVIDED that such liens are subordinated in all respects to all liens in favor of the Agent; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conductedliens on properties other than Mortgaged Properties to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case material or supplies in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiic) Liens arising out of deposits or pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, workmen's compensation, unemployment insurance and insurance, old age pensions or other social security legislation, other than any Lien imposed by ERISAobligations; (ivd) Liens on deposits or pledges made to secure the performance of bids or bids, tenders, trade contracts (other than for borrowed money), leases, statutory and regulatory obligations, surety and appeal bonds, performance and return-of-money bonds and other similar Liens, obligations of a like nature incurred in the ordinary course of business; (ve) Liens liens on properties other than Mortgaged Properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by SECTION 10.1(D) above; (f) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than Mortgaged Properties, in existence less than one hundred and twenty (120) days from the date of creation thereof in respect of obligations not overdue; (g) encumbrances on Real Estate other than the Mortgaged Properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or any Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (h) liens existing on the Closing Date and listed on SCHEDULE 10.2 hereto; (i) purchase money security interests in or purchase money mortgages on real or personal property other than the Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by SECTION 10.1(H) above, incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (j) liens and encumbrances on the Mortgaged Properties as and to the extent permitted by the Mortgages applicable thereto; (k) rights of lessors with respect to property leased by the Borrower or its Subsidiaries; (vil) the rights and interests of landlords and lessors under leases of Real Estate lessees to use Rental Equipment and/or Rental Inventory leased by such Persons from the Company Borrower, PROVIDED that no such Person shall have a lien or one security interest of its Subsidiaries, as lessee;any kind on or in any such equipment other than the right (if any) to purchase from the Borrower the Rental Equipment and/or Rental Inventory pursuant to the terms of the underlying rental agreement or contract; and (viim) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Lenders and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which Agent under the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Loan Documents.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (CRC Evans International Inc)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness" with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than a transfer in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or assignment such Subsidiary in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; the ordinary course of its business, provided that the Company and Borrower or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of which a stay of execution shall have been obtained pending such appeal or review; (iie) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 9.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by ss.9.1(c), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiaries;real or personal property so acquired; and (xiiii) Liens liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company benefit of the Banks and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which Agent under the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Loan Documents.

Appears in 1 contract

Samples: Revolving Credit Agreement (Appnet Systems Inc)

Restrictions on Liens. The Company will not, and will not causepermit any Subsidiary (other than any Foreign Subsidiary) to, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; or (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvencysell, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse, other than a transfer recourse (except the conversion or assignment exchange of accounts receivable into or for notes receivable in connection with a Disposition the compromise or collection thereof, or as otherwise permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investmentby 10.5.2); provided that the Company and or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations or claims for labor, material or Page 92 supplies, but only to the extent that and so long as the payment thereof shall not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained at the time be required to be made in accordance with GAAP9.9 hereof; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days deposits or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, worker's compensation, unemployment insurance and insurance, old age pensions or other social security legislationor insurance-related obligations, or to secure the performance of bids, tenders, contracts (other than any Lien imposed by ERISA; those relating to borrowed money) or leases (iv) Liens on deposits other than Capitalized Leases), or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance of bids or performance bonds and other similar Liens, bonds or obligations required in the ordinary course of business; (iii) Liens in respect of judgments or awards that have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or the appropriate Subsidiary of the Company shall at the time in good faith be prosecuting an appeal or a proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the ordinary course of business, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue or being contested in good faith by appropriate proceedings, with respect to which obligations the Company has set aside on its books reserves in accordance with GAAP; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Company or a Subsidiary of the Company is a party, and other minor Liens, provided, none of such Liens which in the reasonable opinion of the Company interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries, which defects do not individually or in the aggregate have a material adverse effect on the business of the Hasbro Companies, considered as a whole; (vi) Liens consisting of purchase money security interests in or purchase money mortgages on real or personal Page 93 property acquired after the rights date hereof to secure purchase money Indebtedness incurred in connection with the acquisition of such property or Capitalized Leases, which Liens cover only the real or personal property so acquired or leased provided that the aggregate amount of Indebtedness secured by such Liens and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeCapitalized Leases does not exceed $50,000,000 outstanding at any time; (vii) Liens outstanding existing on the Closing Date date hereof and set forth listed on Schedule 7.310.2 hereto; (viii) Liens securing the Secured Obligations in favor of either the Company or a Consolidated Subsidiary on all or part Agent for the benefit of the assets of any Subsidiary of Banks and the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may beAgent; (ix) Liens on interests the property or assets of a Person which becomes a Subsidiary of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for after the performance by the Company or its Subsidiaries of their obligations in respect date hereof securing Indebtedness of such partnership Subsidiary permitted under 10.1 provided that (i) such Liens existed at the time such Person became such a Subsidiary and were not created in anticipation thereof and (ii) any such Lien is not spread to cover any property or joint ventureassets of such Person after the time such person becomes a Subsidiary; (x) UCC notice filings Liens existing on assets or properties at the time of the acquisition thereof by the Company or any Subsidiary of the Company which were not created in connection anticipation of the acquisition thereof by the Company or such Subsidiary, and which do not materially interfere with non-recourse sales the use, occupancy, operation and maintenance of 12b-1 Fees (the property or assets subject thereto or extend to or cover any assets or property of the Company or such Subsidiary other than sales constituting a collateral security device)the assets or property being acquired or secure any Indebtedness not permitted under 10.1; (xi) Liens securing purchase money Indebtedness so long as any encumbrance or restriction (including, without limitation, put and call agreements and transfer restrictions, but not pledges) with respect to the Capital Stock of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements with respect to such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetjoint venture or similar arrangement; (xii) Liens incurred a Lien on the shares of Capital Stock of Infogrames and other related rights and interests to secure the Company's obligations under a collar or otherwise arising other hedging agreement between the Company and a third party reasonably satisfactory to the Agent to hedge against fluctuations in connection with the Securities Trading Activities price of such shares, provided that such agreement is on terms and conditions reasonably satisfactory to the Broker-Dealer SubsidiariesAgent; (xiii) Liens in favor on assets of the Administrative Agent any Foreign Subsidiary securing Indebtedness of any Foreign Subsidiary permitted by 10.1(b) or any Bank to secure the Obligations10.1(i); (xiv) Liens arising by virtue on assets (other than the Collateral) to secure obligations in respect of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into Interest Hedging Agreements not to exceed, in the ordinary course case of business;Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 in aggregate amount at any time outstanding; and (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions Liens on assets (other than the Collateral) which secure obligations not exceeding $25,000,000 in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)outstanding.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hasbro Inc)

Restrictions on Liens. The Company will Borrowers shall not, and will not cause, permit, or suffer nor permit any of its Consolidated their Subsidiaries to (a) to, create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:"Permitted Liens"): (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue, to the extent that payment thereof is not required pursuant to ss.7.8 hereof; (b) Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or to secure contracts, leases and statutory obligations; (c) Liens in respect of judgments or awards which are being contested have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves or are maintained in accordance with GAAPcovered by insurance or bonds; (iid) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmenmaterialmen and reclamation rights of suppliers and vendors, and other like Liens in the ordinary course of businessliens, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, PROVIDED THAT such liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the applicable Borrower in good faith and by appropriate proceedings diligently conducted, and if such Borrower shall have set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto as required by GAAP and PROVIDED FURTHER that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien unless such lien is bonded; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens Encumbrances on Real Estate Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, Real Property and defects and irregularities in the title thereto, landlord's or lessor's liens and rights under leases to which any Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the Real Property affected property in the ordinary conduct of the business of such Borrower, which defects do not individually or in the Company aggregate have a material adverse effect on the business of such Borrower individually or of the Borrowers on a consolidated basis and its Subsidiariesdo not adversely affect the Lenders' collateral rights; (vii) the rights and interests of landlords and lessors under leases of Real Estate leased liens granted by the Company Borrowers or one of its Subsidiariesacquired Restricted Subsidiaries with respect to asset financings (mortgages, as lessee; (viiCapitalized Leases, etc.) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts industrial revenue bonds or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).leases permitted under ss.8.1

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) No Borrower shall create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:"Permitted Liens"): (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (b) Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens in respect of judgments or awards which are being contested have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves are maintained in accordance with GAAP; reserves; (iid) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, provided that such liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the applicable Borrower in good faith and by appropriate proceedings diligently conducted, and if such Borrower shall have set aside on its books adequate reserves are maintained in accordance with GAAP; respect thereto as required by GAAP and provided further that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens Encumbrances on Real Estate Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of such Borrower, which defects do not individually or in the Company and its Subsidiaries; aggregate have a material adverse effect on the business of such Borrower individually or of the Borrowers on a consolidated basis; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (viif) Liens outstanding securing Equipment Financing permitted under §7.1(d) incurred in connection with the lease or acquisition of property or fixed assets useful or intended to be used in carrying on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part business of the Borrowers, provided that such Liens shall encumber only the property or assets so acquired and shall not exceed the fair market value thereof, and Liens on the Wasco Collateral with respect to the Converted Wasco Bond; (g) First-priority liens securing Seller Debt and other Indebtedness permitted by §7.1(d),provided that liens securing Seller Debt shall encumber only the property or assets so acquired or the property or assets of any Subsidiary of whose stock is so acquired and shall not exceed the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; fair market value thereof; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiiih) Liens in favor of the Administrative Agent or any Bank to secure for the Obligations; (xiv) Liens arising by virtue benefit of Uniform Commercial Code financing statement filings (or similar filings the Banks and the Administrative Agent under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights Loan Documents; and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through Liens granted in favor of certain governmental entities pursuant to any Scheduled Contract listed on Schedule 7.2(i); provided, that such liens (xvi) aboveencumber only the containers, bins, carts and vehicles used in connection with such Scheduled Contract and (ii) securing Indebtedness in an aggregate amount for are promptly released as soon as such release is not prohibited under the Company and all terms of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Scheduled Contract.

Appears in 1 contract

Samples: Revolving Credit Agreement (Waste Connections Inc/De)

Restrictions on Liens. The Company Borrowers will not, and will not cause, permit, or suffer --------------------- permit any of its Consolidated their Non-Excluded Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) except as expressly provided in (S)10.5.2 hereof, sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrowers and any Subsidiary of the Company -------- their Non-Excluded Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue, or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with generally accepted accounting principles so long as such liens are not being foreclosed; (b) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by (S)10.1(d); (d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted and with respect to which adequate reserves are being maintained in accordance with GAAPgenerally accepted accounting principles so long as such liens are not being foreclosed; (iie) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's liens or lessor's liens under leases to which any of the Borrowers or a Non- Excluded Subsidiary of such Borrower is a party, and other similar minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrowers interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrowers and its their Non-Excluded Subsidiaries, which defects do not individually or in the aggregate have a Material Adverse Effect; (vif) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding liens existing on the Closing Date and set forth listed and described on Schedule 7.310.2 hereto; and liens existing in accordance with the -------- ---- provisions of (S)10.1(h) securing permitted extensions, refundings, and refinancings of the Indebtedness provided for therein; (viiig) Liens purchase money security interests in favor of either or purchase money mortgages on real or personal property acquired after the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary Closing Date to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type and secure only the Indebtedness amount permitted by (S)10.1(g), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by (S)10.1(g) hereof; and liens existing in accordance with the provisions of (S)10.1(g) securing extensions, refundings, and refinancings of the Broker-Dealer SubsidiariesIndebtedness provided for therein; (xiiih) Liens liens in favor of the Administrative Agent or any Bank to secure for the Obligationsbenefit of the Lenders and the Agents under the Loan Documents; (xivi) Liens arising by virtue liens on assets of Uniform Commercial Code financing statement filings Foreign Non-Excluded Subsidiaries to secure up to an aggregate principal amount of $10,000,000 of Indebtedness of Foreign Non-Excluded Subsidiaries incurred pursuant to (S)10.1(n) hereof; (j) liens on assets of Persons acquired pursuant to a Permitted Acquisition (whether incurred prior to, or similar filings under applicable lawin connection with, such Permitted Acquisition) regarding operating leases entered into securing up to an aggregate principal amount of $10,000,000 of Indebtedness incurred or permitted to exist pursuant to (S)10.1(l) hereof; (k) liens securing the performance of bids, trade contracts (other than borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (xvl) banker’s Liensliens on the assets of an Emerging Market Subsidiary arising between the Closing Date and the date that such Emerging Market Subsidiary becomes a Non-Excluded Subsidiary, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessextent that the Indebtedness secured by such liens is permitted by (S)10.1(q); and (xvim) Liens (in addition liens granted to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount or for the Company benefit of the PBGC as contemplated by and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time accordance with (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged only to the Administrative Agent its coverage obligation in writing)extent required by) the PBGC Letter, which liens constitute PBGC Ratable Liens that are governed by the Collateral Agency Agreements.

Appears in 1 contract

Samples: Multicurrency Revolving Credit and Term Loan Agreement (Samsonite Holdings Inc)

Restrictions on Liens. The Company will notNone of the Borrowers will, and will not cause, permit, or suffer nor xxxx Xxxxx permit any of its Consolidated Subsidiaries to (a) to, create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredcharacter, or upon except as follows (the income or profits therefrom; “Permitted Liens”): (a) Liens securing Secured Indebtedness, provided that such Secured Indebtedness is permitted by §9.1 hereof, and provided further that the aggregate net book value of the assets of Ryder and its Consolidated Subsidiaries securing Secured Indebtedness which (i) consists of Indebtedness included within clause (i) of the definition of “Secured Indebtedness” and (ii) is incurred pursuant to Section 9.1(b), shall not, at any time, exceed an amount equal to two-hundred percent (200%) of the aggregate outstanding principal amount of such Secured Indebtedness; (b) transfer any encumbrances consisting of zoning restrictions, exceptions, easements, leases or other like restrictions on the use of real property which do not materially impair the use of such 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; property; (c) acquirethe following Liens or charges which are not yet due or are payable without penalty or of which the amount, applicability 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same validity is being contested in good faith by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existappropriate proceedings: (i) Liens imposed by Government Mandate to secure for taxes, assessments, and assessments or other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPgovernmental charges; (ii) statutory Liens given in the ordinary course of carriersbusiness pursuant to any governmental regulation in order to allow Ryder or a Consolidated Subsidiary to maintain self-insurance, warehousemenor to participate in any fund or participate in any benefits in connection with worker’s compensation, mechanicsunemployment insurance, suppliersold age pensions or other social security, laborersor for any other purpose at any time required by Law or governmental regulation as a condition to the transaction of business or the exercise of any privilege or license; (iii) mechanic’s, and materialmencarrier’s, and worker’s, warehouseman’s, landlord’s or other like Liens arising in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP; (iii) including Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAincident to construction; (iv) any inchoate Liens on deposits arising under ERISA to secure performance any contingent liability of bids Ryder or performance bonds and other similar Liens, in the ordinary course of business;a Consolidated Subsidiary; and (v) other Liens on Real Estate consisting incidental to the conduct of easements, rights business or ownership of way, zoning restrictions, restrictions on property and assets which were not incurred in connection with the borrowing of money and which do not in the aggregate materially impair the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none property or assets of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and Ryder or its Consolidated Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ixd) Liens on interests of accounts receivable subject to the Company or its Subsidiaries Receivables Purchase Agreements referred to in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device§9.3(d); (xie) Liens on cash, cash equivalents and marketable securities securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Derivatives Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvif) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged on assets subject to the Administrative Agent its coverage obligation in writingsecuritization permitted pursuant to §9.3(e).

Appears in 1 contract

Samples: Global Revolving Credit Agreement (Ryder System Inc)

Restrictions on Liens. The Company Borrowers will not, and will not cause, permit, or suffer permit any of its Consolidated the Designated Subsidiaries to (a) to, create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer provided that any of such property or assets or the income or profits therefrom for Borrowers and 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Designated Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of either Domestic Borrower on all or part of the assets of any of the Designated Subsidiaries or Zale Canada securing Indebtedness owing by Government Mandate any of the Designated Subsidiaries or Zale Canada to any Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue charges, or which are being contested in good faith and by appropriate proceedings diligently conductedliens to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of businessmaterial or supplies, in each case in respect of obligations (i) not overdue for a period of more than 30 days or which are being (ii) contested in good faith faith, and by appropriate proceedings diligently conducted, if with respect to which adequate reserves are maintained (in accordance with GAAPgenerally accepted accounting principles) have been set aside for the payment thereof on the books and records of such Borrower or such Designated Subsidiary, so long as proceedings to enforce such liens have not been commenced and are unstayed; (iiic) Liens arising out of deposits or pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, workmen's compensation, unemployment insurance and insurance, old age pensions or other social security legislation, other than any Lien imposed by ERISAobligations; (ivd) Liens liens on deposits to secure performance properties in respect of bids judgments or performance bonds and other similar Liens, in the ordinary course of businessawards; (ve) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or contested in good faith, and with respect to which adequate reserves (in accordance with generally accepted accounting principles) have been set aside for the payment thereof on the books and records of such Borrower or such Designated Subsidiary, so long as proceedings to enforce such liens have not been commenced and are unstayed; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, statutory and contractual landlord's or lessor's liens under leases to which such Borrower or such Designated Subsidiary is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrowers interferes materially with the use of the property affected property in the ordinary conduct of the business of any of the Company Borrowers and its the Designated Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrowers and the Designated Subsidiaries considered as a whole; (vig) liens and encumbrances existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 11.2 hereto; (viih) Liens outstanding on liens securing the Closing Date Indebtedness permitted under Section 11.1(b) and set forth on Schedule 7.3(d); provided, however, such security interests or mortgages shall cover only the real or personal property so acquired; (viiii) Liens in favor of either liens on inventory and proceeds thereof (up to the Company cost to such Borrower or a Consolidated Subsidiary on all or part of the assets of any such Designated Subsidiary of such inventory) held on consignment from trade vendors securing obligations to return or pay the Company securing Indebtedness owing by purchase price of such Subsidiary to the Company or such Consolidated Subsidiary, as the case may beinventory; (ixj) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank deposits to secure the Obligations; (xiv) Liens performance, by any of the Borrowers and the Designated Subsidiaries, of tenders, bids and other contracts, other than for the payment of borrowed money, arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of businesssuch Borrower's or such Designated Subsidiary's business (including, without limitation, deposits made in connection with any promotions, contests, sweepstakes or similar games or competitions conducted by or on behalf of any of the Borrowers and the Designated Subsidiaries or any of their respective Subsidiaries, which deposits described in this parenthetical, but not those other deposits contemplated by this clause (j), do not exceed $5,000,000 in the aggregate); (xv1) banker’s Liensliens on ZFT Receivables, rights (2) liens on ZFT Receivables following repurchase thereof for the recovery of set off state sales taxes by any of the Borrowers and the Designated Subsidiaries, which liens secure an interest in such repurchased ZFT Receivables, the proceeds therefrom and any recoveries therefrom pursuant to the Receivables Facility Documents and (3) a lien on the Trust Certificates and Trust Interest or replacement thereof, in connection with the Receivables Facility documents; (l) voluntary options in favor of any of the Borrowers and the Designated Subsidiaries to purchase real property subject to operating leases; (m) transfers to any Rabbi Trust, or other similar trust or similar rights arrangement or to any account, established for the benefit of the employees of any of Zale xxx its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any time outstanding; (n) solely to the extent consented to in advance in writing by the Agent, liens on assets existing at the time of acquisition from another Person (provided that such acquisition is permitted by Section 11.5.1 hereof) and remedies as not incurred in anticipation of such acquisition; (o) sales, assignments or transfers of assets to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessextent permitted by Section 11.5.2 hereof; and (xvip) Liens other liens on assets of the Borrowers and the Designated Subsidiaries, to the extent not otherwise included in subparagraphs (in addition to those specified in clauses (ia) through (xvo) above) of this Section 11.2, securing Indebtedness or other liabilities in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of to exceed $80,000,000 outstanding 3,500,000 at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)outstanding.

Appears in 1 contract

Samples: Revolving Credit Agreement (Zale Corp)

Restrictions on Liens. The Company Borrowers will not, and will not cause, permit, or suffer permit any of its Consolidated the Designated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; or (div) suffer to exist for a period of more than thirty (30) days after the same shall have become due and payable any Indebtedness or claim or demand for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrowers and the Designated Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (ia) Liens imposed liens in favor of either Borrower on all or part of the assets of any of the Designated Subsidiaries securing Indebtedness owing by Government Mandate any of the Designated Subsidiaries to either Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue charges, or which are being contested in good faith and by appropriate proceedings diligently conductedliens to secure claims for labor, if adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens in the ordinary course of businessmaterial or supplies, in each case in respect of obligations (i) not overdue for a period of more than 30 days or which are being (ii) contested in good faith faith, and by appropriate proceedings diligently conducted, if with respect to which adequate reserves are maintained (in accordance with GAAPgenerally accepted accounting 70 -64- principles) have been set aside for the payment thereof on the books and records of such Borrower or such Designated Subsidiary, so long as proceedings to enforce such liens have not been commenced and are unstayed; (iiic) Liens arising out of deposits or pledges or deposits in the ordinary course of business made in connection with workers’ with, or to secure payment of, workmen's compensation, unemployment insurance and insurance, old age pensions or other social security legislation, other than any Lien imposed by ERISAobligations; (ivd) Liens liens on deposits properties in respect of judgments or awards, the Indebtedness with respect to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of businesswhich is permitted by Section 8.1(e); (ve) Liens liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or contested in good faith, and with respect to which adequate reserves (in accordance with generally accepted accounting principles) have been set aside for the payment thereof on the books and records of such Borrower or such Designated Subsidiary, so long as proceedings to enforce such liens have not been commenced and are unstayed; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, statutory and contractual landlord's or lessor's liens under leases to which such Borrower or such Designated Subsidiary is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrowers interferes materially with the use of the property affected property in the ordinary conduct of the business of any of the Company Borrowers and its the Designated Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrowers and the Designated Subsidiaries considered as a whole; (vig) liens and encumbrances existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 8.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property, other than inventory, acquired after the Closing Date date hereof to secure purchase money Indebtedness of the type permitted by Section 8.1(i), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired, and set forth on Schedule 7.3which security interests or mortgages secure Indebtedness not in excess of $60,000,000 in the aggregate at any time outstanding; (viiii) Liens consignment from trade vendors securing obligations to return or pay the purchase price of such inventory; (j) deposits to secure the performance, by any of the Borrowers and the Designated Subsidiaries, of tenders, bids and other contracts, other than for the payment of borrowed money, arising in the ordinary course of such Borrower's or such Designated Subsidiary's business (including, without limitation, deposits made in connection with any promotions, contests, sweepstakes or similar games or competitions conducted by or on behalf of any of the Borrowers and the Designated Subsidiaries or any of their respective Subsidiaries, which deposits described in this parenthetical, but not those other deposits contemplated by this clause (j), do not exceed $2,000,000 in the aggregate); (1) liens on ZFT Receivables and (2) liens on ZFT Receivables following repurchase thereof for the recovery of state sales taxes by any of the Borrowers and the Designated Subsidiaries, which liens secure an interest in such repurchased ZFT Receivables, the proceeds therefrom and any recoveries therefrom pursuant to the Receivables Facility Documents; (l) voluntary options in favor of either the Company or a Consolidated Subsidiary on all or part any of the assets Borrowers and the Designated Subsidiaries to purchase real property subject to operating leases; (m) liens on cash or one or more letters of credit securing Zale's obligations pursuant to the Director Indemnity Agreement in an aggregate amount not in excess of $1,000,000; (n) transfers to any Rabbi Trust, or other similar trust or similar arrangement or to any account, established for the benefit of the employees of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary Zale and its Subsidiaries solely to the Company or such Consolidated Subsidiaryextent that Zale's or, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their Subsidiary's obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security devicethereof are permitted by Section 8.1(m); (xio) Liens securing purchase money Indebtedness so long as solely to the extent consented to in advance in writing by the Agent, liens on assets existing at the time of acquisition from another Person (provided that such Liens are only on the asset acquired with acquisition is permitted by Section 8.5.1 hereof) and not incurred in anticipation of such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such assetacquisition; (xiip) Liens incurred sales, assignments or otherwise arising in connection with transfers of assets to the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising extent permitted by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessSection 8.5.2 hereof; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Revolving Credit Agreement (Zale Corp)

Restrictions on Liens. The Company will not, and Borrower will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments“receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to the Agent or any Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (ii) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businesson properties, in each case in respect of obligations not overdue for a period of more existence less than 30 60 days after the Borrower or which the Manager has knowledge thereof or that are being contested in good faith and by appropriate proceedings diligently conducted, if that are not reasonably likely to result in any civil or criminal penalty to the Agent or the Lender and for the payment of which adequate reserves are maintained in accordance with GAAP; (iii) Liens in favor of the Agent for the benefit of the Lenders and the Agent under the Loan Documents; (iv) Liens consisting of interests of lessees of the Containers or arising out from precautionary UCC financing statement filings regarding leases entered into in the ordinary course; (v) Liens in favor of pledges or deposits banks on items in collection (and the documents related thereto) arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use Borrower under Article IV of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Code.

Appears in 1 contract

Samples: Credit Agreement (Seacastle Inc.)

Restrictions on Liens. The Company will Borrower shall not, and will shall not causepermit any Subsidiary to, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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 their general creditors; (c) or 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, device or arrangement; (d) or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against them which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its their general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:"Permitted Liens"): (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or liens on properties other than Mortgaged Properties to secure claims for labor, material or supplies in respect of obligations not overdue; (b) Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens in respect of judgments or awards which are being contested have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower or such Subsidiary maintains adequate reserves are maintained in accordance with GAAPreserves; (iid) statutory Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, provided that such liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the Borrower or Subsidiary in good faith and by appropriate proceedings diligently conducted, and if the Borrower or such Subsidiary shall have set aside on its books adequate reserves are maintained in accordance with GAAP; (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance respect thereto as required by GAAP and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness provided further that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).the

Appears in 1 contract

Samples: Revolving Credit Agreement (Iteq Inc)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction, or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction, or other security interest other than a transfer in favor of the lenders under the Senior Credit Agreement and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Company or assignment such Subsidiary in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided the ordinary course of its business, PROVIDED that the Company and or any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed liens in favor of the Company or all or part of the assets of Subsidiaries of the Company securing Indebtedness owing by Government Mandate Subsidiaries of the Company to the Company; (ii) liens to secure taxes, assessments, and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material, or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions, or other social security obligations; (iv) liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which are being contested the Company or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of which a stay of execution shall have been obtained pending such appeal or review; (iiv) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, and materialmen, and other like Liens liens on properties in existence less than 120 days from the ordinary course date of business, in each case creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens encumbrances on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate real estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects property and effects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Company or a Subsidiary of the Company is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) , which defects do not individually or in the rights and interests aggregate have a materially adverse effect on the business of landlords and lessors under leases of Real Estate leased by the Company individually or one of the Company and its Subsidiaries, as lesseeSubsidiaries on a consolidated basis; (vii) Liens outstanding liens existing on the Closing Date date hereof and set forth listed on Schedule 7.3SCHEDULE 4.10 hereto; (viii) Liens purchase money security interests in favor of either or purchase money mortgages on real or personal property acquired after the Company or a Consolidated Subsidiary on all or part date hereof to secure purchase money Indebtedness of the assets type and amount permitted by ss.4.9(d), incurred in connection with the acquisition of any Subsidiary of such property, which security interests or mortgages cover only the Company securing Indebtedness owing by such Subsidiary to the Company real or such Consolidated Subsidiary, as the case may bepersonal property so acquired; (ix) Liens on interests liens in favor of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for lender under the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint ventureSenior Credit Agreement; (x) UCC notice filings in connection liens on security deposits with non-recourse sales respect to leases of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities office space of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent Borrower or any Bank to secure Subsidiary and other liens arising under leases or rental agreements made by the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (Borrower or similar filings under applicable law) regarding operating leases entered into any Subsidiary, in each case in the ordinary course of business; (xv) banker’s Liensbusiness consistent with past practices, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in which liens cover only the ordinary course of businessreal property so rented; and (xvixi) Liens (in addition to those specified in clauses (i) through (xv) above) securing UCC-1 financing statements filed solely for notice or precautionary purposes under operating leases which do not secure Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged are limited to the Administrative Agent its coverage obligation items of equipment leased by the Borrower or any Subsidiary pursuant to the lease in writing)question.

Appears in 1 contract

Samples: Securities Purchase and Redemption Agreement (Stride & Associates Inc)

Restrictions on Liens. The Company will not, and will not cause, permit, or suffer any of its Consolidated Subsidiaries to (a) No Borrower shall create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character character, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such 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) or 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, device or arrangement; (d) or 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 for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that except as follows (the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to exist:“Permitted Liens”): (ia) Liens imposed by Government Mandate liens to secure taxes, assessments, assessments and other government charges or claims for labor, material or supplies in respect of obligations not overdue overdue; (b) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens in respect of judgments or awards which are being contested have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and by appropriate proceedings diligently conducted, if in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves are maintained in accordance with GAAPreserves; (iid) statutory Liens liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue overdue, provided that such liens may continue to exist for a period of more than 30 120 days if the validity or which are being amount thereof shall currently be contested by the applicable Borrower in good faith and by appropriate proceedings diligently conducted, if such Borrower shall have set aside on its books adequate reserves are maintained in accordance with respect thereto as required by GAAP, and provided further that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which any Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company such Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of such Borrower, which defects do not individually or in the Company and its Subsidiariesaggregate have a materially adverse effect on the business of such Borrower individually or of the Borrowers on a consolidated basis; (vif) liens existing on the rights date hereof and interests listed on Schedule 7.2 of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseeDisclosure Schedule delivered herewith; (viig) Liens outstanding on liens in favor of the Closing Date Collateral Agent for the benefit of the Administrative Agent and set forth on Schedule 7.3the Banks and the Noteholders under the Security Documents; (viiih) Liens purchase money security interests in favor of either or purchase money mortgages on real or personal property acquired after the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on of the asset acquired with such purchase money Indebtedness type permitted by §7.1(e)(i), (ii) and secure only the Indebtedness (iii), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests cover only the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent real or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businesspersonal property so acquired; and (xvii) Liens (in addition liens, whether created by contract, law, regulation or ordinance, securing Indebtedness permitted by §7.1(b), provided that any security granted therefor is limited to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for rights to payment under, and use of equipment or related assets to perform, the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as contracts to which such guaranty or suretyship obligations relate, and (ii) other liens arising under the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)laws of suretyship.

Appears in 1 contract

Samples: Revolving Credit Agreement (Waste Industries Usa Inc)

Restrictions on Liens. The Company None of the Lessees and the Guarantors will, nor will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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, device or arrangement; (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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, or instruments, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary Lessee, any Guarantor or any of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed in favor of such Lessee or such Guarantor on all or part of the assets of Subsidiaries of such Lessee or such Guarantor securing Indebtedness owing by Government Mandate Subsidiaries of such Lessee or such Guarantor to such Lessee or such Guarantor; (ii) Liens to secure taxes, assessments, assessments and other government charges in respect of obligations and Liens to secure claims for labor, material or supplies, in each cash in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if and for which such Lessee or such Guarantor or such Subsidiary has set aside on its books adequate reserves are maintained in accordance with GAAPrespect thereto; (iiiii) statutory deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Lessee or such Guarantor or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens Liens, securing obligations incurred in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPthe aggregate do not have a Material Adverse Effect; (iiivi) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided, provided that none of such Liens in the reasonable opinion of the Company (A) interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Lessees, the Guarantors and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its their Subsidiaries, as lesseeand (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens outstanding on pledges or deposits made in the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor ordinary course of either the Company or a Consolidated Subsidiary on all or part business to secure performance of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiarybids, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusaltenders, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees contracts (other than sales constituting a collateral security device); (xifor the repayment of Indebtedness) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising leases, not in connection with the Securities Trading Activities excess of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent aggregate amount due thereunder, or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (statutory obligations, or surety, appeal, indemnity, performance or other similar filings under applicable law) regarding operating leases entered into bonds required in the ordinary course of business; (xvviii) banker’s LiensLiens existing on the Documentation Date and listed on Schedule 5.17 hereto, rights provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien; (ix) purchase money security interests in or purchase money mortgages on Property acquired after the Documentation Date to secure purchase money Indebtedness of set off the type and amount permitted by Section 5.16(c), incurred in connection with the acquisition of such Property and in any event not more than ninety (90) days from the date of such acquisition, which security interests or similar rights mortgages cover only the Property so acquired; (x) Liens in respect of the interests of lessors under Capitalized Leases and remedies Synthetic Leases permitted under this Master Agreement securing obligations of BGI or its Subsidiaries to the lessor under such Capitalized Leases or such Synthetic Leases; (xi) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 5.16(i); (xii) Liens granted to the Agents, the Lenders and the Issuing Bank (each as to deposit accounts or other funds maintained with depository institutions defined in the ordinary course Revolving Credit Agreement) pursuant to Section 16.1 of businessthe Revolving Credit Agreement; and (xvixiii) Liens on the Properties (as defined in addition the Existing Synthetic Lease) covered by the Existing Synthetic Lease and related assets granted to those specified in the real estate administrative agent under the Existing Synthetic Lease Documents securing obligations of BGI or its Subsidiaries to the lenders under the Existing Synthetic Lease; and (xiv) Liens on assets of BGI and its Subsidiaries not otherwise permitted by clauses (i) through (xvxiii) above) securing , so long as any Indebtedness in an secured thereby is permitted under the terms of Section 5.16, and the aggregate amount for the Company and fair market value of all of its Consolidated Subsidiaries taken together property secured by such Liens does not in excess of $80,000,000 outstanding at any point in time exceed 5% of Consolidated Tangible Net Worth (but excluding from determined as of the amount last day of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writingFiscal Quarter most recently ended).

Appears in 1 contract

Samples: Master Agreement (Borders Group Inc)

Restrictions on Liens. The Company will notNo Borrower shall, and will not cause, permit, or suffer nor shall any Borrower permit any of its Consolidated Subsidiaries to (a) create or to, create, incur, assume or cause, permit, or suffer to be created or incurred or to exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such 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; (d) suffer to exist any Indebtedness or claim or demand for a period of time such that the same by Government Mandate or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (e) assignmortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of a conditional vendor, (“Encumbrances”) upon or with respect to any property or assets, real or personal, of such Borrower or Subsidiary, or assign or otherwise transfer convey any accountsright to receive income, contract rights, general intangibles, chattel paper, or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company and any Subsidiary of the Company may create or incur, or cause, permit, or suffer to be created or incurred or to existexcept: (i) Liens imposed by Government Mandate to secure taxes, assessments, Encumbrances existing on the date of this Agreement and other government charges in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAP;set forth on Exhibit B attached hereto; or (ii) statutory Liens of carriersfor taxes, warehousemenfees, mechanics, suppliers, laborers, and materialmen, assessments and other like Liens in governmental charges to the ordinary course extent that payment of business, in each case in respect of obligations the same is not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained required in accordance with GAAP;the provisions of Section 5.4 hereof; or (iii) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries; (vi) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens Encumbrances in favor of the Administrative Agent or any Bank for the benefit of the Banks; or (iv) Encumbrances securing Indebtedness for the purchase price of capital assets to the extent such Indebtedness is permitted by Section 5.5(iii) hereof, provided that (a) each such Encumbrance is given solely to secure the Obligations;purchase price of such property, does not extend to any other property and is given at the time of acquisition of the property, and (b) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or its fair market value at the time of acquisition; or (xivv) Liens of mechanics, laborers, materialmen, carriers and warehousemen arising by virtue operation of Uniform Commercial Code financing statement filings (law to secure payment for labor, materials, supplies or similar filings under applicable law) regarding operating leases entered into services incurred in the ordinary course of such Borrower’s or Subsidiary’s business;, but only if the payment thereof is not at the time required or such liens do not, individually or in the aggregate, materially detract from the value or limit the use of any property subject thereto; or (xvvi) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions Deposits made in the ordinary course of business; andsuch Borrower’s or Subsidiary’s business in connection with workmen’s compensation, unemployment insurance, social security and other similar laws. (xvivii) Liens (in addition Encumbrances upon property with respect to those specified in clauses (i) through (xv) above) which the title to or the right to use such property is acquired after the date of this Agreement by any Borrower or Subsidiary by acquisition of substantially all of the assets of a Person other than a Borrower or Subsidiary and securing Indebtedness permitted by Section 5.5(vii) hereof, provided that (a) any such Encumbrance shall have existed on such property on the date of, or in the case of Seller Indebtedness, shall be created concurrently with, such acquisition and shall have not have been created, incurred or assumed in anticipation thereof, (b) any such Encumbrance shall only be upon the real or personal property (other than inventory or accounts receivable) acquired or, in the case of new construction, the building(s) constructed and the real property relating to same, and shall not extend to or cover any other property of any Borrower or Subsidiary, and (c) such Encumbrances shall not secure an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at 5,000,000.00. In addition, the Borrowers shall not, nor shall any point in time (but excluding from Borrowers permit any Subsidiary to, enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits the amount of Borrowers or any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to Subsidiary from creating or incurring any Encumbrance in favor of the Administrative Agent its coverage obligation for the benefit of the Banks and the Administrative Agent under the Loan Documents, except that with respect to the Encumbrances described in writingclause (vii) of this Section 5.7, the agreements evidencing such Encumbrances may provide that the Administrative Agent and the Banks may not have a lien on the specific assets to which such Encumbrances apply (but on those specific assets only and not with respect to any other assets (including proceeds) of the Borrowers).

Appears in 1 contract

Samples: Revolving Credit Agreement (Unifirst Corp)

Restrictions on Liens. The Neither the Company will not, and will not cause, permit, or suffer nor any of its Consolidated Subsidiaries to (a) will create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien of any kind upon any of its property Properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) or transfer any of such property 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) or 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, device or arrangement; (d) or suffer to exist for a period of more than thirty days after the same shall have been incurred any Indebtedness or claim or demand for a period of time such that the same against it which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company is contesting in good faith by appropriate proceedings and as to which the Company shall have set aside on its books adequate reserves with respect thereto); or (e) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, intangibles or chattel paper, or instruments, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided however, that the Company and any Subsidiary of the Company its Subsidiaries may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist any of the following ("Permitted Liens"): (ia) Liens imposed by Government Mandate to secure taxes, assessments, assessments and other government charges or claims for labor, material or supplies in respect of obligations not overdue or which are due but being contested in good faith and to the extent permitted by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPSection 7.4; (iib) statutory Deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens in respect of final judgments or awards against the Company or any of its Subsidiaries in an aggregate amount of not greater than $100,000 (in excess of available insurance recoveries); (d) Liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of business, in each case in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPLiens; (iiie) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens on Real Estate Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects property and irregularities in the title thereto, landlord's or lessor's Liens under leases to which the Company or any of its Subsidiaries is a party, and other minor Liens, provided, Liens or encumbrances none of such Liens in the reasonable opinion of the Company which interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company and its Subsidiaries and which defects do not individually or in the aggregate have a material adverse effect on the business, assets, financial condition or prospects of the Company or any of its Subsidiaries; (vif) the rights and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lessee; (vii) Any Liens outstanding on the Closing Date assets and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests Property of the Company or any of its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating from time to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venturetime securing Permitted Indebtedness; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing).

Appears in 1 contract

Samples: Securities Purchase Agreement (Gabriel Communications Inc /De/)

Restrictions on Liens. The Company Borrower will not, and will not cause, permit, or suffer permit any of its Consolidated Subsidiaries to to, (ai) create or incur, or cause, permit, incur or suffer to be created or incurred or to existexist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any Lien kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such 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; (ciii) 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, device or arrangement; (div) 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 for a period of time such against it that the same if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper, paper or instruments, with or without recourse, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided that the Company Borrower and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist:exist (the "Permitted Liens"): (ia) Liens imposed liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Government Mandate Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments, assessments and other government charges in respect of obligations not overdue or which are being contested liens on properties to secure claims for labor, material or supplies in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPrespect of obligations not overdue; (iic) statutory Liens deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 9.1(e); (e) liens of carriers, warehousemen, mechanics, suppliers, laborers, mechanics and materialmen, and other like Liens in the ordinary course of businessliens on properties, in each case existence less than 120 days from the date of creation thereof in respect of obligations not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained in accordance with GAAPoverdue; (iiif) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) Liens on deposits to secure performance of bids or performance bonds and other similar Liens, in the ordinary course of business; (v) Liens encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided, liens or encumbrances none of such Liens which in the reasonable opinion of the Company Borrower interferes materially with the use of the property affected property in the ordinary conduct of the business of the Company Borrower and its Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vig) liens existing on the rights date hereof and interests of landlords and lessors under leases of Real Estate leased by the Company or one of its Subsidiaries, as lesseelisted on Schedule 9.2 hereto; (viih) Liens outstanding purchase money security interests in or purchase money mortgages on real or personal property acquired after the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary date hereof to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing secure purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness in an amount permitted by Section 9.1(i), incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities acquisition of such property, which security interests or mortgages cover only the Broker-Dealer Subsidiariesreal or personal property so acquired; (xiiii) Liens liens in favor of the Administrative Agent Agents, for the benefit of the Agents and the Lenders, under the Loan Documents; (j) liens in favor of the Senior Collateral Agent, for the benefit of the Senior Lenders and the Senior Agents, under the Senior Loan Documents; provided that such liens are subject to the Intercreditor Agreement; (k) liens on inventory and proceeds thereof (up to the cost thereof to the Borrower or any Bank such Subsidiary) held on consignment from trade vendors securing obligations to return or pay the purchase price of such inventory; (l) liens to secure the Obligations; (xiv) Liens arising Indebtedness permitted by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions in the ordinary course of businessSection 9.1(j); and (xvim) Liens (in addition liens to those specified in clauses (i) through (xv) above) securing secure the Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any permitted by Section 9.1(k); provided that such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged liens are subordinated to the Administrative Agent its coverage obligation in writing)liens contemplated by Section 9.2(i) .

Appears in 1 contract

Samples: Subordination Agreement (BTHC VII Inc)

Restrictions on Liens. The Company will Borrower and Guarantors shall not, and will --------------------- Borrower shall not causepermit any Guarantor to, permit, or suffer any of its Consolidated Subsidiaries to (a) create or incur, or cause, permit, incur or suffer to be created or incurred or to exist, exist any Lien upon any of its property or assets of any character Borrower's Assets, whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) enter into or permit to exist any arrangement or agreement which prohibits it from creating such Liens, except to the extent any such prohibition is imposed by applicable law or a regulatory agency; (c) transfer any of such property Borrower's Assets, or assets or the income or profits therefrom any interest therein, 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 creditorscreditors (other than a transfer to Bank); (cd) acquire, acquire or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device, device or arrangement; (de) suffer to exist any Indebtedness or claim or demand exist, for a period of time such that more than 30 days after the same shall have been incurred, any Indebtedness which if unpaid might by Government Mandate law or upon bankruptcy or insolvency, or otherwise, would be given any priority whatsoever over its general creditors; or (ef) assignsubject to the provisions of Section 9.01, pledgesell, assign or otherwise transfer any accountsof its Accounts, contract rights, general intangibles, chattel paper, Instruments or instrumentsChattel Paper, with or without recourse; provided, other than a transfer or assignment in connection with a Disposition permitted under Section 7.1 or Reorganization or Acquisition permitted under Section 7.2 or an Investment; provided however, that the Company and any Subsidiary of the Company Borrower may create or incur, or cause, permit, incur or suffer to be created or incurred or to exist: (i) Liens imposed by Government Mandate incidental to secure taxes, assessmentsthe conduct of Borrower's or any Guarantor's business or the ownership of Borrower's Assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and other government charges which do not in respect the aggregate -- (A) materially impair the use of obligations not overdue or which are being contested the assets subject to such Liens in good faith the operation of the business of Borrower and by appropriate proceedings diligently conductedthe Guarantors, if adequate reserves are maintained in accordance with GAAPtaken as a whole; or (B) materially detract from the value of the assets subject to such Liens for the purpose of the business of the Borrower and the Guarantors, taken as a whole; (ii) statutory Liens of carriersto secure taxes, warehousemen, mechanics, suppliers, laborers, and materialmen, assessments and other like Liens in governmental charges or claims for labor, material or supplies to the ordinary course of business, in each case in respect of obligations extent that and so long as payment thereof is not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves are maintained required to be made in accordance with GAAP;the Section of this Agreement entitled "Taxes, Other Liens and Indebtedness"; ----------------------------------- (iii) Liens arising out of Deposits or pledges made in connection with, or deposits in the ordinary course of business to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other employment related claims or charges or in connection with workers’ compensationany litigation, unemployment insurance administrative proceeding, dispute or contest in respect of any such claims or charges to the extent that and other social security legislationso long as payment thereof is not required to be made in accordance with the Section of this Agreement entitled "Taxes, other than any Lien imposed by ERISA;Other Liens and Indebtedness"; ----------------------------------- (iv) Liens on deposits property or assets of a Guarantor to secure performance obligations of bids such Guarantor to the Borrower or performance bonds and other similar Liens, in the ordinary course of businessanother Guarantor; (v) Liens on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property, defects and irregularities in the title thereto, and other minor Liens, provided, none of such Liens in the reasonable opinion of the Company interferes materially with the use of the affected property in the ordinary conduct of the business of the Company and its Subsidiaries;arising from Capitalized Leases; and (vi) the rights and interests Liens on certificates of landlords and lessors under leases of Real Estate leased deposit pledged by the Company or one of its Subsidiaries, Borrower as lessee; (vii) Liens outstanding on the Closing Date and set forth on Schedule 7.3; (viii) Liens in favor of either the Company or a Consolidated Subsidiary on all or part of the assets of any Subsidiary of the Company securing Indebtedness owing by such Subsidiary to the Company or such Consolidated Subsidiary, as the case may be; (ix) Liens on interests of the Company or its Subsidiaries in partnerships or joint ventures consisting of binding rights of first refusal, rights of first offer, take-me-along rights, third-party offer provisions, buy-sell provisions, other transfer restrictions and conditions relating to such partnership or joint venture interests, and Liens granted to other participants in such partnership or joint venture as security for the performance by the Company or its Subsidiaries of their obligations in respect of such partnership or joint venture; (x) UCC notice filings in connection with non-recourse sales of 12b-1 Fees (other than sales constituting a collateral security device); (xi) Liens securing purchase money Indebtedness so long as such Liens are only on the asset acquired with such purchase money Indebtedness and secure only the Indebtedness incurred to purchase such asset; (xii) Liens incurred or otherwise arising in connection with the Securities Trading Activities of the Broker-Dealer Subsidiaries; (xiii) Liens in favor of the Administrative Agent or any Bank date hereof to secure the Obligations; (xiv) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into in the ordinary course of business; (xv) banker’s Liens, rights of set off or similar rights and remedies as contingent obligations to deposit accounts or other funds maintained with depository institutions in the ordinary course of business; and (xvi) Liens (in addition to those specified in clauses (i) through (xv) above) securing Indebtedness in an aggregate amount for the Company and all of its Consolidated Subsidiaries taken together not in excess of $80,000,000 outstanding at any point in time (but excluding from the amount of any such Indebtedness that portion which is fully covered by insurance and as to which the insurance company has acknowledged to the Administrative Agent its coverage obligation in writing)Xxxx Xxxxx Bank.

Appears in 1 contract

Samples: Revolving Credit Agreement (Concorde Career Colleges Inc)

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