01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are 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 with respect thereto are maintained on the books of the applicable Person; (e) 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, not to exceed an amount equal to the greater of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect thereto); (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business (or to secure Letters of Credit issued in connection therewith); CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENT) – PAGE 83 (g)easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto, prevent access thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
Appears in 1 contract
Sources: Credit Agreement (United States Lime & Minerals Inc)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingfollowing (the “Permitted Liens”):
(a) Liens for taxes, assessments or governmental charges or claims either (i) not delinquent or (ii) contested in good faith by appropriate proceedings and as to which the Borrower or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;
(b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP, shall have been made in respect thereof;
(c) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(d) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for 80 the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
(e) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;
(f) any interest or title of a lessor under any Indebtedness of the Borrower and its Restricted Subsidiaries, on a consolidated basis, in respect of Capital Lease Obligations incurred in accordance with Section 7.03(d); provided that such Liens do not extend to any property or assets which is not leased property subject to such Indebtedness;
(g) Liens upon specific items of inventory or other goods and proceeds of the Borrower or any of its Restricted Subsidiaries securing the Borrower’s or any of its Restricted Subsidiaries’ obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, in an aggregate amount at any time outstanding not to exceed $10,000,000;
(h) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;
(i) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Borrower or any of its Restricted Subsidiaries, including rights of offset and set-off;
(j) Liens securing obligations under any interest rate Swap Contracts permitted under Section 7.03(i) and that relate to Indebtedness otherwise permitted hereunder;
(k) Liens securing Acquired Indebtedness incurred in accordance with Section 7.03 (and any Liens securing any permitted refinancing thereof); provided that:
(ai) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Borrower or a Restricted Subsidiary and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Borrower or a Restricted Subsidiary; and
(ii) such Liens do not extend to or cover any property or assets of the Borrower or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Borrower or a Restricted Subsidiary and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Borrower or a Restricted Subsidiary;
(l) Liens on assets of a Restricted Subsidiary that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under this Agreement;
(m) leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary cause of business of the Borrower and its Restricted Subsidiaries; 81
(n) banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;
(o) Liens arising from filing Uniform Commercial Code financing statements regarding operating leases;
(p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods;
(q) Liens existing as of the Amendment No. 3 Effective Date and listed on Schedule 7.01 to the extent and in the manner such Liens are in effect on the Amendment No. 3 Effective Date;
(r) Liens pursuant to any Loan Document;
(bs) Liens existing in favor of the Borrower or a Restricted Subsidiary on assets of any Restricted Subsidiary;
(t) Liens securing Indebtedness permitted under clauses (b), (c) and (d) of Section 7.02;
(u) Liens securing any refinancing which is incurred to refinance any Indebtedness which has been secured by a Lien permitted under this Agreement and which has been incurred in accordance with the date hereof and listed on Schedule 7.01 and any renewals or extensions thereofprovisions of this Agreement; provided, provided however, that such Liens: (i) are no less favorable to the property covered thereby is Lenders in any material respect and are not changed, more favorable to the lienholders in any material respect with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and (ii) do not extend to or cover any property or assets of the amount Borrower or any of its Restricted Subsidiaries whose value exceeds the assets or property which secured the Indebtedness so refinanced; provided, further, that in the event that the property or benefited thereby assets being secured is not increasedthe same property or assets which secured the Indebtedness so refinanced, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension Borrower shall provide a certificate from a Responsible Officer of the obligations secured or benefited thereby is permitted by Section 7.03(bBorrower to the Administrative Agent certifying that the Liens securing such refinancing are in compliance with this clause (u);
(cv) Liens for taxes not yet due securing Indebtedness or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are 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 with respect thereto are maintained on the books of the applicable Person;
(e) 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, not to exceed an amount equal to the greater of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect thereto);
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature Guarantor owing to the Borrower or another Guarantor permitted to be incurred pursuant to this Agreement;
(w) Liens on owned real property and or related fixtures of the Borrower securing Indebtedness or other obligations of the Loan Parties under any Real Estate Secured Term Loan Facilities permitted to be incurred pursuant to this Agreement; and
(x) other Liens securing Indebtedness permitted under Section 7.03(a); provided that the aggregate principal amount of all obligations secured pursuant to this clause (x) shall not exceed 15% of Consolidated Tangible Assets (determined at the time of incurrence using the Consolidated Tangible Assets set forth in the ordinary course most recently delivered Compliance Certificate) at any one time outstanding; provided, however, that except as expressly provided in Section 7.01(g), notwithstanding any other provision of business (this Section 7.01 to the contrary, neither the Borrower nor any Restricted Subsidiary shall incur or suffer to secure Letters exist any Liens on any of Credit issued in connection therewith); CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENT) – PAGE 83 (g)easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions and other similar encumbrances affecting real property whichits Accounts Receivable or Inventory. 82 For purposes of determining compliance with this Section 7.01, in the aggregate, are not substantial in amount, and which do not in any case materially detract from event that a Lien meets the value criteria of more than one of the property subject theretoLiens permitted hereby, prevent access thereto the Borrower in its sole discretion shall classify or materially interfere with reclassify such Liens and only be required to include the ordinary conduct amount attributable to such Lien under one of the business of the applicable Person;foregoing baskets (as so classified or reclassified from time to time by Borrower).
Appears in 1 contract
01Liens. Create, incur, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its property, assets property or revenuesassets, whether now owned or hereafter acquired, other than ; provided that this Section 7.01 shall not apply to the following:
(a) Liens pursuant to any Loan Documentfor Taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP;
(b) other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
(c) Liens on property or assets of a (i) Subsidiary to secure obligations of such Subsidiary to a Loan Party and (ii) Foreign Subsidiary to secure obligations of such Foreign Subsidiary;
(d) purchase money Liens on fixed assets securing the loans and Indebtedness under Financing Lease Obligations pursuant to Section 7.02(b) hereof; provided that any such Lien is limited to the purchase price and only attaches to the property being acquired or financed thereby;
(e) any Lien of the Administrative Agent, for the benefit of the Secured Parties;
(f) the Liens existing on the date hereof and listed on Closing Date as set forth in Schedule 7.01 hereto and any renewals replacements, extensions, renewals, refundings or extensions refinancings thereof, provided but only to the extent that the amount of Indebtedness secured thereby shall not be increased (iexcept by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such replacement, extension, renewal, refunding or refinancing and by an amount equal to any existing commitments unutilized thereunder) and the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);
(cg) Liens for taxes not yet due easements, zoning restrictions, rights-of-way and similar encumbrances, defects or which are being contested irregularities in good faith and title of real property imposed by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's law or other like Liens arising in the ordinary course of business which are that do 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 with respect thereto are maintained on materially detract from the books value of the applicable Personaffected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;
(eh) pledges or deposits in connection with workers’ compensation insurance, unemployment insurance and like matters;
(i) Liens in respect of any writ of execution, attachment, garnishment, judgment or judicial award solely to the extent not constituting an Event of Default under Section 8.01(h)(i);
(j) Liens arising solely from precautionary UCC financing statements filed with respect to any consignment agreement entered into by Borrower or any Subsidiary in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than business;
(k) Liens on the Collateral or any Lien imposed by ERISA, not to exceed an amount equal portion thereof securing Indebtedness under Section 7.02(k) (subject to the greater of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect theretoABL Intercreditor Agreement);
(fl) Liens on tangible property of a Person existing at the time such Person is acquired by the Borrower or a Subsidiary pursuant to an Acquisition permitted under Section 7.03(b); provided that such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those of the Person acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(l);
(m) other Liens securing Indebtedness permitted by Section 7.02(m) the amount of which does not exceed $10,000,000; provided that such Liens must be junior to the Liens securing the Obligations and the ABL Obligations;
(n) other non-consensual Liens not securing Indebtedness, (i) the amount of which does not exceed $5,000,000 in the aggregate, and (ii) the existence of which, either individually or in the aggregate, will not have a Material Adverse Effect; provided that any Lien permitted by this clause (n) is permitted only for so long as is reasonably necessary for the affected Loan Party or the affected Subsidiary, using its best efforts, to remove or eliminate such Lien and, provided, further, that any Lien not otherwise permitted by this clause (n) shall be permitted so long as such Loan Party or the affected Subsidiary shall within thirty (30) days after the filing thereof either (A) cause such Lien to be discharged, or (B) post with the Administrative Agent a bond or other security in form and amount satisfactory to the Administrative Agent in all respects and shall thereafter diligently pursue its discharge;
(o) for the avoidance of doubt, any Lien on a Sold Account;
(p) Liens existing on the Closing Date securing Indebtedness that has been repaid; provided that any Lien permitted by this clause (p) is permitted only for so long as is reasonably necessary for the affected Loan Party or the affected Subsidiary, using its best efforts, to remove, discharge or otherwise eliminate such Lien; provided, further, that in no event shall any Lien permitted by this clause (p) be permitted for more than ninety (90) days;
(q) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness)contracts, leases, statutory obligations, surety bonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred nature, in each case in the ordinary course of business;
(r) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon;
(s) Liens arising out of sale and leaseback transactions permitted hereunder;
(t) other Liens securing Indebtedness permitted by Section 7.02(f); provided that no such Lien shall extend to, or cover, any Collateral;
(u) Liens granted pursuant to the Precious Metal Consignment Agreements so long as such Lien does not secure Letters Indebtedness;
(v) any non-consensual statutory or civil law ▇▇▇▇ ▇▇▇▇▇▇▇ in the Netherlands under Netherland’s General Banking Conditions (other than arising under article 26 thereof) so long as such Lien does not secure Indebtedness and arises in the ordinary course of Credit issued business; and
(w) Liens on the Collateral securing Incremental Term Loans; provided that such Liens must be junior to the Liens securing the Obligations. Neither the Borrower nor any of its Subsidiaries shall enter into any contract or agreement (other than a contract or agreement entered into in connection therewith); CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENTwith the purchase or lease of fixed assets that prohibits Liens on such fixed assets) – PAGE 83 (g)easementsthat would prohibit the Administrative Agent or the Lenders from acquiring a security interest, rights-mortgage or other Lien on, or a collateral assignment of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto, prevent access thereto or materially interfere with the ordinary conduct assets of the business of the applicable Person;Borrower or such Subsidiary.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Nn Inc)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”):
(a) Liens (if any) pursuant to any Loan Document;;
(b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 7.02(g), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(h);
(c) inchoate Liens for taxes taxes, assessments or governmental charges or levies not yet due and payable (other than under ERISA) or delinquent and Liens (other than Liens under ERISA) for taxes, assessments or governmental charges or levies which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Liens created in the ordinary course of business and described in any of the following clauses:
(i) statutory Liens such as carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(eii) 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, not to exceed an amount equal to the greater of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect thereto);
(fiii) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business business;
(or iv) Liens on deposits to secure Letters liability for premiums to insurance carriers or securing insurance premium financing arrangements entered into in the ordinary course of Credit issued business;
(v) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods;
(vi) Liens that are licenses of IP Rights granted by any Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Loan Parties; provided that the Liens described in any such clause, (A) do not materially detract from the value of the property of the Loan Parties, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Loan Parties, taken as a whole and (B) if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;
(e) the filing of UCC financing statements in connection therewith)with operating leases or consignment of goods;
(f) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and in connection with Investments not otherwise prohibited by this Agreement; CREDIT AGREEMENT provided that such Liens (CONFIRMED THROUGH TENTH AMENDMENTi) – PAGE 83 attach only to such Investments and (g)easementsii) secure only obligations incurred in the ordinary course and in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing or otherwise;
(g) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto, prevent access thereto or materially interfere with the ordinary conduct of the business of the Loan Parties, taken as a whole;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the identifiable proceeds thereof and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by a Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable PersonLoan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(l) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(m) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(n) Liens on property of a Person existing at the time such Person is merged into or consolidated with a Loan Party or any Subsidiary of a Loan Party or becomes a Subsidiary of a Loan Party; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with a Loan Party or such Subsidiary or acquired by a Loan Party or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(f);
(o) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
(p) other Liens on specific assets (other than inventory or accounts receivable) and not on all assets of any Loan Party, which in the aggregate do not secure more than $4,000,000 outstanding at any time; and
(q) the replacement, extension or renewal of any Lien permitted by clauses (i) and (p) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby. Without limitation of the foregoing, each Loan Party covenants and agrees, and shall cause each of its Subsidiaries to covenant and agree, that it will not enter into any agreement or understanding (each, a “Restrictive Agreement”) with any Person other than the Administrative Agent which could prohibit or restrict in any manner the right of such Loan Party to grant to the Administrative Agent, for the benefit of the Lenders, any Lien (other than a Permitted Lien) on any of its properties, assets or revenues, whether now owned or hereafter acquired. Each Loan Party represents and warrants on behalf of itself and its Subsidiaries that, at the date of this Agreement, neither such Loan Party nor any of its Subsidiaries is party to any such Restrictive Agreement.
Appears in 1 contract
Sources: Credit Agreement (Chase Corp)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals renewals, modifications, replacements or extensions thereof, provided that (i) the property covered thereby is not changedincreased, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal renewal, modification, replacement or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(b);
(c) Liens for taxes Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) statutory Liens such as carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business for which are not overdue for a period of more than 30 days no action has been taken to enforce or which are being contested in good faith and by appropriate proceedings diligently conducted, if ; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business (i) in connection with workers' ’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA▇▇▇▇▇ and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, not to exceed an amount equal casualty or liability insurance to the greater Parent or any of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect thereto)its Subsidiaries;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business business;
(or to secure Letters of Credit issued in connection therewith); CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENTg) – PAGE 83 (g)easementseasements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto, prevent access thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens on assets of Foreign Subsidiaries that do not secure Indebtedness;
(j) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving the property being acquired on the date of acquisition;
(k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Parent or any of its Subsidiaries with any bank, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such banks with respect to operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money;
(l) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(m) Liens of a collection bank arising under Section 4–210 of the UCC on items in the course of collection;
(n) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary;
(o) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.03 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition not prohibited by Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would not have been prohibited on the date of the creation of such Lien;
(p) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Parent or any of its Subsidiaries in the ordinary course of business;
(q) Liens in favor of third-party vendors arising in the ordinary course of business; provided, that only such Lien secures obligations that are not past due by more than thirty (30) days;
(r) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or other similar escrow arrangements made by the Parent or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(s) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto;
(t) Liens of landlords arising in the ordinary course of business; (u)Liens securing Indebtedness permitted under Section 7.02(m) subject to the conditions set forth therein;
Appears in 1 contract
Sources: Credit Agreement (Enfusion, Inc.)
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(b);;
(c) Liens for taxes ad valorem Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 sixty (60) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if ; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) 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, not to exceed an amount equal to the greater of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect thereto)▇▇▇▇▇;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business business;
(or to secure Letters of Credit issued in connection therewith); CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENTg) – PAGE 83 (g)easementseasements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial material in amount, and which do not in any case materially detract from the value of the property subject thereto, prevent access thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(j) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed the greater of (i) $100,000,000 and (ii) 10.0% of Consolidated Total Assets of the Borrower and its Subsidiaries.
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01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(b);
(c) Liens for taxes ad valorem Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 sixty (60) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if ; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) 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, not to exceed an amount equal to the greater of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect thereto);
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business business;
(or to secure Letters of Credit issued in connection therewith); CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENTg) – PAGE 83 (g)easementseasements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial material in amount, and which do not in any case materially detract from the value of the property subject thereto, prevent access thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(j) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed the greater of (i) $100,000,000 and (ii) 10.0% of Consolidated Total Assets of the Borrower and its Subsidiaries.
Appears in 1 contract
01Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(b);
(c) Liens for taxes ad valorem Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 sixty (60) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if ; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) 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, not to exceed an amount equal to the greater of $7,500,000 and 2.0% of Consolidated Total Assets (or in connection with Letters of Credit issued with respect thereto);
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds to the extent permitted in Section 7.03(f) (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business business;
(or to secure Letters of Credit issued in connection therewith); CREDIT AGREEMENT (CONFIRMED THROUGH TENTH AMENDMENTg) – PAGE 83 (g)easementseasements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial material in amount, and which do not in any case materially detract from the value of the property subject thereto, prevent access thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and
(j) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed the greater of (i) $100,000,000 and (ii) 10.0% of Consolidated Total Assets of the Borrower and its Subsidiaries.
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