Specified Permitted Encumbrances definition

Specified Permitted Encumbrances means those Liens permitted under Sections 6.2(b), (c), (d), (e), (f), (h), (i), (j), (k), (l), (o), (r), (s), (t) and, to the extent that the applicable party to a sale-leaseback will require the Administrative Agent to release its Lien on an Item of Product and subsequently reattach its Lien to the distribution rights related thereto, (p).

Specified Permitted Encumbrances. (as defined in the ABL Facility as in effect on and as of the date hereof)): (i) cash, (ii) certificates of deposit (with a maturity of two (2) years or less) issued by, or savings accounts with, any Qualified Financial Institution, (iii) monies held in cash reserves and other cash equivalents and (iv) readily marketable direct full faith and credit obligations of the United States of America or obligations unconditionally guaranteed by the full faith and credit of the United States of America, in each case due within one (1) year or less, (b) amounts available (which shall be determined without reference any anti-cash hoarding limitations) to be drawn under any Acceptable Credit Facility so long as (i) no event of default then exists under such Acceptable Credit Facility (except to the extent that the lenders under such Acceptable Credit Facility agree in writing to continue to accept, honor or fund requests for borrowing, drawing and funding under such Acceptable Credit Facility during such event of default) and (ii) no default or other failure to satisfy a borrowing condition then exists (unless and until such default or condition becomes an event of default (in which case, clause (b)(i) shall apply)) as a result of which any lender thereunder ceases or refuses to accept, honor or fund any request for borrowing, drawing or funding under such Acceptable Credit Facility and (c) solely for the period of twelve months following such payment, the amount of any earn out payment paid pursuant to Section 1 of the Earnout Agreement (as defined in the Asset Purchase Agreement); provided, however, that “Liquid Assets” shall not include (A) any asset that constitutes a part of the Demised Premises or (B) any security deposits that Tenant may then be holding pursuant to executed subleases.

Specified Permitted Encumbrances means those Liens permitted under Sections 6.2(b), (c), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o), (p) and (u).

Examples of Specified Permitted Encumbrances in a sentence

• At or prior to the Closing, API Representative shall deliver to Acquiror an assignment agreement from each Applicable API Entity and API GP Member evidencing the transfer of such Applicable API Entity’s and such API GP Member’s applicable Acquired Interests to Acquiror, free and clear of all Encumbrances other than Specified Permitted Encumbrances, in form and substance reasonably acceptable to Acquiror and the API Representative.

• Liens”) granted to the Directors Guild of America, Inc., Screen Actors Guild—American Federation of Television and Radio Artists, or the Writers Guild of America West, Inc., for themselves and their respective pension and health plans (collectively, the “Guilds”), in connection with motion pictures produced or distributed by the Debtors, constitute Specified Permitted Encumbrances, each of which may be senior or junior, as applicable, to the Senior Secured Liens.

• The Adequate Protection Liens shall be junior only to (a) valid, binding and perfected Specified Permitted Encumbrances, (b) valid liens in existence as of the Petition Date that are perfected subsequent to such date as permitted by section 546(b) of the Bankruptcy Code, and (c) payment of the Carve Out.

• Following the Pre-Closing Alabama Transactions, all of the Acquired Interests will be owned of record, in the aggregate, by the API Entities and API, in accordance with the Pre-Closing Alabama Transactions, free and clear of any and all Encumbrances other than Specified Permitted Encumbrances.

• Such API Entity and Alabama Founder Trust, as applicable, has the power and authority to sell, transfer, assign and deliver the Acquired Interests owned by it, as applicable, and such delivery (indirectly, in the case of Alabama Founder Trust) will convey to Acquiror at the Closing good and valid title to such Acquired Interests, free and clear of any and all Encumbrances other than Specified Permitted Encumbrances.

More Definitions of Specified Permitted Encumbrances

Specified Permitted Encumbrances means (i) those Liens permitted under Sections 6.2(b), (c), (d), (e), (f), (h), (i), (j), (l), and (m) and (ii) those Liens permitted under Section 6.2(k) provided that the Administrative Agent has received a Laboratory Agreement with respect to such laboratory.

Specified Permitted Encumbrances means (i) those Liens permitted under Sections 6.2(c), (f), (k) and (n) and (ii) to the extent the Administrative Agent has agreed in writing pursuant to the terms of an Interparty Agreement or intercreditor agreement, those Liens permitted under Sections 6.2(b), (g), (h), (i), (l), (m), (q), (r), (s) and (t) hereof.

Specified Permitted Encumbrances means (a) those Liens permitted under Sections 7.01(b), (f), (i), (o), (p), (t), (u) and (v); (b) those Liens permitted under Sections 7.01(j), (k) and (l) but without the requirement of an Interparty Agreement or intercreditor agreement until such time as any Credit Party requests the inclusion of such Covered Picture in the Borrowing Base; and (c) to the extent the Administrative Agent has agreed in writing to subordinate its Liens in any of the Collateral to any such other Lien pursuant to the terms of an Interparty Agreement or intercreditor agreement (or until such time as the Administrative Agent requests an Interparty Agreement or intercreditor agreement with respect thereto), those Liens permitted under Sections 7.01(h), (n) and (s).”

Specified Permitted Encumbrances means (a) those Liens permitted under Sections 7.01(b), (f), (i), (o), (p), (t), (u) and (v); and (b) to the extent the Administrative Agent has agreed in writing to subordinate its Liens in any of the Collateral to any such other Lien pursuant to the terms of an Interparty Agreement or intercreditor agreement (or until such time as the Administrative Agent requests an Interparty Agreement or intercreditor agreement with respect thereto), those Liens permitted under Sections 7.01(h), (j), (k), (l), (n) and (s).

Specified Permitted Encumbrances means those Liens permitted under (x) Sections 6.2(b), (d), (j) and (k), in each case, solely to the extent such Liens were granted, properly perfected, valid and non-voidable prior to the Filing Date and senior to the Existing First Lien Facilities immediately prior to the Filing Date under applicable law and are not Liens which are being primed in accordance the applicable Order, and (y) Sections 6.2(l), (n) and (p).

Specified Permitted Encumbrances means, in respect of any equity interest in the API Entities, the Company Group Entities or the Acquiror Parties (as applicable), (a) Encumbrances relating to the transferability of such interest under applicable securities Laws, (b) Encumbrances under the Organizational Documents of such API Entity, Acquiror Party or Company Group Entity that has issued such equity interest (provided that such Organizational Documents have been provided to Acquiror (in the case of the Company Group Entities and API Entities) or API Representative (in the case of the Acquiror Parties) prior to the date of this Agreement), and (c) Encumbrances arising out of the Transactions, this Agreement or any other Transaction Document.

Specified Permitted Encumbrances set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: