Inconsistent Agreements; Negative Pledge Clause Samples
Inconsistent Agreements; Negative Pledge. No Loan Party shall, or shall permit any of its Subsidiaries to, enter into any agreement containing any provision which would be violated or breached by any Borrowing by the Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document (including the grant of the Liens in the Collateral pursuant to the Security Documents). No Loan Party shall or shall allow any of its Subsidiaries to create or permit to exist or become effective any encumbrance or restriction on the ability of such Loan Party or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien in favor of Lender upon any of its properties or revenues or which requires the grant of any security for an obligation if security is granted for the Secured Obligations, except for (i) this Agreement and the other Loan Documents, (ii) covenants in capital leases and documents creating Liens permitted by Section 6.02(a) prohibiting further Liens on the properties encumbered thereby and Replacement Assets, (iii) customary restrictions in leases and other contracts restricting the assignment or pledge thereof, (iv) any encumbrance or restriction existing under or by reason of applicable law, regulation or rule, (v) any encumbrance or restriction with respect to the subletting, assignment or transfer of any property or asset that is a lease, sublease, license, sublicense, permit, franchise, conveyance or contract or similar property or asset, (vi) any encumbrance or restriction existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Loan Party or any Subsidiary thereof not otherwise prohibited by this Agreement, and customary restrictions contained in purchase agreements and acquisition agreements to the extent in effect pending the consummation of such transaction, (vii) restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not into solely in contemplation of such Persona becoming a Subsidiary, (viii) customary restrictions under any arrangement with any governmental authority imposed on any Foreign Subsidiary in connection with governmental grants, financial aid, tax holidays or similar benefits or economic interests. Notwithstanding the foregoing, the Loan Parties shall not grant any Person, or suffer to exist, control over any deposit accounts or securities acco...
Inconsistent Agreements; Negative Pledge. Not, and not permit any Subsidiary to, enter into any agreement containing any provision which would (i) be violated or breached by any borrowing of a Loan under this Agreement or by the performance by the Borrower or any Subsidiary of any of its obligations under this Agreement or under any other Loan Document, (ii) prohibit the Borrower or any Subsidiary from granting to the Lender a Lien on any of its assets (except in connection with the Revolving Credit Facility) or (iii) create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make other distributions on its capital stock owned by the Borrower or any other Subsidiary, or pay any Indebtedness owed to the Borrower or any other Subsidiary, (b) make loans or advances to the Borrower or (c) transfer any of its assets or properties to the Borrower.
Inconsistent Agreements; Negative Pledge. No Loan Party shall enter into any agreement containing any provision which would be violated or breached by any Borrowing by the Borrower hereunder or by the performance by such Loan Party of any of its Obligations hereunder or under any other Loan Document. No Loan Party shall create or permit to exist or become effective any encumbrance or restriction on the ability of such Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues or which requires the grant of any security for an obligation if security is granted for the Obligations, except for (i) this Agreement and the other Loan Documents, (ii) customary restrictions in leases and other contracts restricting the assignment or pledge thereof, (iii) covenants in documents creating Permitted Liens, and pursuant to documents with respect to Permitted Debt, which documents may prohibit Liens on properties or revenues other than as contemplated by this Agreement, the Security Agreement and the Mortgage in connection with the financing of the Merger.
Inconsistent Agreements; Negative Pledge. No Loan Party is currently subject to any agreement which would be violated or breached by any Borrowing by the Borrower hereunder or the performance by any Loan Party of its obligations hereunder or under any other Loan Document. As of the Closing Date, no Loan Party is a party to or bound by any agreement or undertaking or security which prohibits the creation or existence of any Lien upon any of its properties or assets or which requires the grant of security for an obligation if security is granted for the Obligations, other than this Agreement and the other Loan Documents and covenants in documents creating Liens permitted by Section 6.02(b) which prohibit further Liens on properties encumbered thereby or as permitted by Section 6.02(k).
Inconsistent Agreements; Negative Pledge. Not, and not suffer or permit any other Loan Party or any other Subsidiary to, enter into any agreement containing any provision which would (i) prohibit the Borrower or any other Loan Party from granting to the Agent and the Lender a Lien on any of its assets or prohibit any other Subsidiary from granting to the Agent and the Lender a Lien on any of its assets, (ii) other than pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (x) pay dividends or make other distributions to the Borrower or any Subsidiary, or pay any Debt owed to the Borrower or any Subsidiary, (y) make loans or advances to the Borrower or any Subsidiary or (z) transfer any of its assets or properties to the Borrower or any Subsidiary except, in each case, the prohibitions and limitations set forth in the Biotest Debt Documents as in existence on the Closing Date or as may be amended pursuant to the terms hereof and the BPC Subordination Agreement, (iii) create or permit to exist or become effective any Lien or encumbrance on the Donor Account (other than in favor of Agent) or (iv) create or permit to exist or become effective any Lien or encumbrance on any Acquired Assets.