Common use of Liens Clause in Contracts

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to:

Appears in 14 contracts

Samples: Amended and Restated Credit Agreement (Value City Department Stores Inc /Oh), Revolving Credit Agreement (Om Group Inc), Credit Agreement (Royal Appliance Manufacturing Co)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 10 contracts

Samples: Credit Agreement (Nuco2 Inc /Fl), Credit Agreement (Sitel Corp), Credit Agreement (Town Sports International Inc)

Liens. The Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Lead Borrower or any such Subsidiary of its Restricted Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Lead Borrower or any of its Restricted Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit authorize the filing of any financing statement under the UCC with respect to any Lien or any other similar notice of any Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 9 contracts

Samples: Term Loan Credit Agreement (PAE Inc), Term Loan Credit Agreement (PAE Inc), Term Loan Credit Agreement (PAE Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT except that the foregoing restrictions shall not apply to:

Appears in 8 contracts

Samples: Term Loan Agreement (American Dental Partners Inc), Credit Agreement (Calgon Carbon Corporation), Amended and Restated Credit Agreement (American Dental Partners Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property Property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property Property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property Property or assets ( including including, without limitation, sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT except that the foregoing restrictions shall not apply to:

Appears in 7 contracts

Samples: Credit Agreement (DPL Inc), Term Loan Agreement (DPL Inc), Credit Agreement (DPL Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute statute relating to any such property, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 7 contracts

Samples: Credit Agreement (Universal American Financial Corp), Amended and Restated Credit Agreement (Universal American Financial Corp), Credit Agreement (Trenwick Group Inc)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 6 contracts

Samples: Credit Agreement (Commodore Media Inc), Credit Agreement (Atc Group Services Inc /De/), Credit Agreement (FSC Semiconductor Corp)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 6 contracts

Samples: Credit Agreement (United Defense Industries Inc), Credit Agreement (Fairpoint Communications Inc), Credit Agreement (Fairpoint Communications Inc)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 8.01 shall not apply to: prevent Holdings or any of its Subsidiaries from creating, incurring, assuming or permitting the existence of the following (liens described below are herein referred to as "Permitted Liens"):

Appears in 5 contracts

Samples: Amended and Restated Credit Agreement (Golden Sky Systems Inc), Amended and Restated Credit Agreement (Golden Sky Systems Inc), Amended and Restated Credit Agreement (Primewatch Inc)

Liens. The No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the such Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase or leaseback such property or assets (including sales of accounts receivable or notes with or without recourse to the such Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 5 contracts

Samples: Amendment to Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc), Credit Agreement (Starwood Hotel & Resorts Worldwide Inc), Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 5 contracts

Samples: Credit Agreement (Todco), Amended and Restated Credit Agreement (NightHawk Radiology Holdings Inc), Amended and Restated Credit Agreement (Hanger Orthopedic Group Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.03 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 5 contracts

Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)

Liens. The U.S. Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the U.S. Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the U.S. Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.03 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 5 contracts

Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)

Liens. The Borrower None of the Borrowers will, nor will not, and will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the such Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the any Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following Liens (collectively, “Permitted Liens”):

Appears in 4 contracts

Samples: Amendment to Amended and Restated Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc), Amendment to Amended and Restated Credit Agreement (Silgan Holdings Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume create or incur or suffer to be created or incurred or to exist any Lien upon mortgage, Lien, security interest, charge or with respect encumbrance of any kind on, or pledge of, any property or assets of any kind, real or personal, tangible or intangible, of the Borrower or any such Restricted Subsidiary, whether owned before or after the Effective Date, or acquire or agree to acquire any property or assets of any kind (real under a conditional sale agreement or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, title retention agreement or file or permit the filing of any financing statement under the UCC Uniform Commercial Code in effect in the relevant jurisdiction or other similar notice under any other similar notice of Lien under any similar recording or notice statute statute without equally and ratably securing this Agreement; provided, EXCEPT however, that the foregoing restrictions provisions of this Section 6.08 shall not apply to prevent or restrict the creation, incurring or existence of any of the following:

Appears in 4 contracts

Samples: Credit Agreement (Stepan Co), Credit Agreement (Stepan Co), Amended and Restated Credit Agreement (Stepan Co)

Liens. The Borrower will not, and will not permit any of its ----- Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 4 contracts

Samples: Credit Agreement (Unilab Corp /De/), Red Lion Hotels Inc, HCC Industries International

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit authorize the filing of any financing statement under the UCC with respect to any Lien or any other similar notice of any Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 4 contracts

Samples: Term Loan Credit Agreement, Assignment and Assumption Agreement, Term Loan Credit Agreement (OCI Partners LP)

Liens. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of any of the Borrower Borrowers or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the a Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT except that the foregoing restrictions shall not apply to:

Appears in 4 contracts

Samples: Credit Agreement (Ico Inc), Credit Agreement (Gibraltar Industries, Inc.), Amended and Restated Credit Agreement (Gibraltar Industries, Inc.)

Liens. The Borrower Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Company or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Company or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT except that the foregoing restrictions shall not apply to:

Appears in 4 contracts

Samples: Amended and Restated Credit Agreement (Om Group Inc), Credit Agreement (Cedar Fair L P), Registration Rights Agreement (Stoneridge Inc)

Liens. The Borrower Holdings will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Restricted Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Restricted Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, income or file or permit authorize the filing of any financing statement under the UCC with respect to any Lien, or any other similar notice of any Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 3 contracts

Samples: Credit Agreement (Phoenix Container, Inc.), Amended and Restated Credit Agreement (Bway Parent Company, Inc.), Credit Agreement (BWAY Holding CO)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; PROVIDED that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Power Ten), Credit Agreement (Great Lakes Carbon Corp), Generac Portable Products Inc

Liens. The Borrower No Credit Agreement Party will, nor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.03 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 3 contracts

Samples: Credit Agreement (Dole Food Company Inc), Credit Agreement (Dole Food Company Inc), Credit Agreement (Dole Food Company Inc)

Liens. The Borrower No Credit Agreement Party will, nor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the U.S. Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the U.S. Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.03 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 3 contracts

Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)

Liens. The Borrower No Credit Party will, or will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower such Credit Party or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower such Credit Party or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income , or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 3 contracts

Samples: Credit Agreement (Aleris Ohio Management, Inc.), Amended and Restated Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)

Liens. The Borrower None of the Borrowers will, nor will not, and will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the such Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the any Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 8.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following Liens (collectively, "Permitted Liens"):

Appears in 3 contracts

Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)

Liens. The Such Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its property or assets of any kind (real or personal, tangible or intangible ) of the Borrower or any such Subsidiary , including portfolio securities), whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries assets, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT statute or execute any control agreement with respect to any of its property or assets; provided that the foregoing restrictions provisions of this Section 8.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 3 contracts

Samples: Galaxy Vip Fund, Galaxy Fund /De/, Galaxy Fund Ii

Liens. The Borrower and Guarantor will not, and will not permit any of its their Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property of its property, revenues or assets of any kind (real or personal, tangible or intangible ) of the Borrower or any such Subsidiary ), whether now owned or hereafter acquired, acquired or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase or leaseback such property or assets (including sales of or accounts receivable or notes with or without recourse to the Borrower such Borrower, Guarantor or any of its their respective Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that except, with respect to Borrowing Base Properties, Permitted Borrowing Base Liens and with respect to all Properties other than Borrowing Base Properties, the foregoing restrictions shall not apply to following:

Appears in 3 contracts

Samples: Credit Agreement (Strategic Hotels & Resorts, Inc), Credit Agreement (Strategic Hotels & Resorts, Inc), Credit Agreement (Strategic Hotels & Resorts, Inc)

Liens. The Borrower will not, not and will not permit any of its Subsidiaries to, Borrower Group Member to create, incur, assume or suffer to exist any Lien upon the Borrower’s or with respect to any property such Borrower Group Member’s respective property, revenues or assets of any kind (real or personal, tangible or intangible ) of the Borrower or any such Subsidiary ), whether now owned or hereafter acquired, acquired or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase or leaseback such property or assets (including sales of or accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries the other Borrower Group Members), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC U.C.C. as in effect in the State of New York and/or Delaware or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 3 contracts

Samples: Credit Agreement (Spirit Realty Capital, Inc.), Credit Agreement (Spirit Realty Capital, Inc.), Credit Agreement (Cole Credit Property Trust II Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, acquired or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any Subsidiary of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business Borrower) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 3 contracts

Samples: Credit Agreement (Noble Drilling Corp), Amended and Restated Credit Agreement (Diamond Offshore Drilling Inc), Noble Drilling Corp

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 3 contracts

Samples: Credit Agreement (United Online Inc), Credit Agreement (Lee Enterprises Inc), Credit Agreement (Nash Finch Co)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, filing, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 3 contracts

Samples: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc), Flowers Foods Inc

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, filing, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 3 contracts

Samples: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or collaterally assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 3 contracts

Samples: Credit Agreement (Trico Marine Services Inc), Amended and Restated Credit Agreement (Trico Marine Services Inc), Second Amended and Restated Credit Agreement (Trico Marine Services Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT except that the foregoing restrictions shall not apply to:

Appears in 3 contracts

Samples: Credit Agreement (American Dental Partners Inc), Credit Agreement (American Dental Partners Inc), Credit Agreement (American Dental Partners Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, income or file or permit authorize the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 6.02 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 3 contracts

Samples: Third Amended and Restated Credit Agreement (Manitowoc Co Inc), Amended and Restated Credit Agreement (Manitowoc Co Inc), Second Amended and Restated Credit Agreement (Manitowoc Co Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit or suffer to exist any Lien upon or with respect to any item constituting Collateral, whether now owned or hereafter acquired, or sell any such Collateral subject to an understanding or agreement, contingent or otherwise, to repurchase such Collateral or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, except for the Lien of the Security Document relating thereto, Prior Liens applicable thereto and other Liens expressly permitted by such Security Document. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary which does not constitute Collateral whether now owned or hereafter acquired, or sell any such Collateral, property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that except the foregoing restrictions shall not apply to following, which are herein collectively referred to as "Permitted Encumbrances":

Appears in 3 contracts

Samples: Credit Agreement (Styling Technology Corp), Credit Agreement (Wheels Sports Group Inc), Styling Technology Corp

Liens. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit or suffer to exist any Lien upon or with respect to any item constituting Collateral, whether now owned or hereafter acquired, or sell any such Collateral subject to an understanding or agreement, contingent or otherwise, to repurchase such Collateral or assign any right to receive income, or file or permit the filing of any financing statement under the UCC (other than notice filings in respect of true leases) or any other similar notice of Lien under any similar recording or notice statute, except for the Lien of the Security Document relating thereto, Prior Liens applicable thereto and other Liens expressly permitted by such Security Document. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Company or any such Subsidiary which does not constitute Collateral whether now owned or hereafter acquired, or sell any such Collateral, property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC (other than notice filings in respect of true leases) or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that except the foregoing restrictions shall not apply to following, which are herein collectively referred to as "Permitted Encumbrances":

Appears in 3 contracts

Samples: Credit Agreement (MMH Holdings Inc), MMH Holdings Inc, Morris Material Handling Inc

Liens. The Borrower will not Create, and will not permit incur, allow or suffer any Lien on any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired property, or sell any such property assign or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign convey any right to receive income, or file including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the filing first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority to Lender’s Lien), or enter into any financing statement under agreement, document, instrument or other arrangement (except with or in favor of Lenders) with any Person which directly or indirectly prohibits or has the UCC effect of prohibiting Borrower or any other similar notice Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Lien under Borrower’s or any similar recording or notice statute Subsidiary’s Intellectual Property, EXCEPT that except as otherwise permitted in Section 7.4 hereof and the foregoing restrictions shall not apply to: definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Venture Loan and Security Agreement (Inotek Pharmaceuticals Corp), Venture Loan and Security Agreement (Inotek Pharmaceuticals Corp)

Liens. The Borrower Each Credit Party will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower any Credit Party or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower any Credit Party or any of its their respective Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC UCC, the PPSA or any other similar notice of Lien under any similar recording or notice statute ; provided, EXCEPT that that, the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Amended and Restated Abl Credit Agreement (CVR Energy Inc), Amended and Restated Abl Credit Agreement (CVR Refining, LP)

Liens. The From and after the Initial Borrowing Date, the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, income or file or permit authorize the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 6.02 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Manitowoc Co Inc), Credit Agreement (Manitowoc Co Inc)

Liens. The Holdings and the Borrower will not, and will not permit ----- any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of Holdings or the Borrower or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries assets, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this -------- Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted --------- Liens"): -----

Appears in 2 contracts

Samples: Credit Agreement (Coinmach Laundry Corp), Credit Agreement (Coinmach Corp)

Liens. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to (i) the capital stock of the Borrower or (ii) any property or assets of any kind (real or personal, tangible or intangible) of Holdings, the Borrower or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to Holdings, the Borrower or any of its their respective Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute statute (other than precautionary filings covering leases of equipment), EXCEPT that the foregoing restrictions shall not apply to: except Liens, sales and assignments described below (herein referred to as "Permitted Liens"):

Appears in 2 contracts

Samples: Credit Agreement (Williams Scotsman Inc), Credit Agreement (Mobile Field Office Co)

Liens. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to (i) the capital stock of the Borrower or any of its Subsidiaries or (ii) any property or assets of any kind (real or personal, tangible or intangible) of Holdings, the Borrower or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to Holdings, the Borrower or any of its their respective Subsidiaries, other than for purposes but excluding sales of collection of delinquent accounts Leases and conditional sales contracts relating to Rental Equipment, in either case with residual guarantees to the ordinary course of business extent permitted under Section 8.1(l)) or assign any right to receive income, or file or register or permit the filing or registration of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute statute including the PPSA (other than precautionary filings covering leases of equipment), EXCEPT that the foregoing restrictions shall not apply to: except Liens, sales and assignments described below (herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Credit Agreement (Williams Scotsman International Inc), Credit Agreement (Williams Scotsman Inc)

Liens. The Borrower Holdings will not, and will not permit any of its ----- Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 2 contracts

Samples: Credit Agreement (Graphic Controls Corp), Credit Agreement (Graphic Controls Corp)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, income or file or permit authorize the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 11.02 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Credit Agreement (CF Industries Holdings, Inc.), Bridge Loan Agreement (CF Industries Holdings, Inc.)

Liens. The No Borrower will, and no Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the such Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the any Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT except that the foregoing restrictions shall not apply to:

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Central Hudson Gas & Electric Corp), Amended and Restated Credit Agreement (Ch Energy Group Inc)

Liens. The Borrower No Credit Agreement Party will, nor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.03 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Security Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)

Liens. The Borrower None of the Borrowers will, nor will not, and will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the such Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the any Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 8.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following Liens (collectively, “Permitted Liens”):

Appears in 2 contracts

Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)

Liens. The Borrower PXI will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower PXI or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower PXI or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Pueblo Xtra International Inc), Amended and Restated Credit Agreement (Pueblo Xtra International Inc)

Liens. The Borrower Parent will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Parent or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, acquired or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Parent or any Subsidiary of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business Parent) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 2 contracts

Samples: Credit Agreement (Noble Corp), Amended and Restated Credit Agreement (Noble Corp)

Liens. The Borrower will not Prior to the Closing, and will Seller shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary Seller, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries Seller), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC New Jersey Uniform Commercial Code or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that or grant rights with respect to, or otherwise encumber or create a security interest in, such property or assets or any portion thereof or any other revenues therefrom or the foregoing restrictions shall not apply to: proceeds payable upon the sale, transfer or other disposition of such property or assets or any portion thereof, or permit or suffer any such action to be taken.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alphanet Solutions Inc), Asset Purchase Agreement (Snap2 Corp)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, shall not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or nature whatsoever on any of its Subsidiaries assets or properties, other than for purposes of collection of delinquent accounts in including the ordinary course of business) or assign any right to receive income Collateral, or file or permit the filing of of, or permit to remain in effect, any financing statement under the UCC or any other similar notice of any security interest or Lien under with respect to any similar recording such assets or notice statute properties, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 2 contracts

Samples: Credit Agreement (Hhgregg, Inc.), Credit Agreement (Hhgregg, Inc.)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business Borrower) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 7.03 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (with such Liens described below being herein referred to as "Permitted Liens"):

Appears in 2 contracts

Samples: Credit Agreement (Royal Ahold), Peapod Inc

Liens. The Borrower will not, and will not permit any of its ----- Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any Subsidiary of its Subsidiaries the Borrower), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT provided that the foregoing restrictions provisions -------- of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following Liens (collectively, "Permitted Liens"):

Appears in 2 contracts

Samples: Credit Agreement (Extended Stay America Inc), Credit Agreement (Extended Stay America Inc)

Liens. The Borrower will not, and will not permit any of its ----- Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this -------- Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following or the filing of any financing statements in connection therewith (Liens described below are herein referred to as "Permitted Liens"):

Appears in 2 contracts

Samples: Credit Agreement (Idt Corp), Credit Agreement (Sylvan Learning Systems Inc)

Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Restricted Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Restricted Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, income or file or permit authorize the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 6.02 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Escrow Agreement (Manitowoc Foodservice, Inc.), Credit Agreement (Manitowoc Foodservice, Inc.)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 8.01 shall not apply to prevent the creation, incurrence, assumption or existence of the following:

Appears in 2 contracts

Samples: Second Amended and Restated Credit Agreement (Interlake Corp), Third Amended and Restated Credit Agreement (Interlake Corp)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Pyramid Communication Services, Inc.), Credit Agreement (PAETEC Holding Corp.)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute ; provided that in no event shall the provisions of this Section 10.01 apply to the capital stock of the Borrower, EXCEPT and provided further that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Credit Agreement (Shuffle Master Inc), Credit Agreement (Shuffle Master Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 8.01 shall not apply to: prevent the Borrower or any of its Subsidiaries from creating, incurring, assuming or permitting the existence of the following (liens described below are herein referred to as "Permitted Liens"):

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Vantas Inc), Credit Agreement (Reckson Services Industries Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 8.06 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

Samples: Credit Agreement (Usi Holdings Corp), Credit Agreement (Usi Holdings Corp)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.1 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 2 contracts

Samples: Credit Agreement (First Horizon Pharmaceutical Corp), Credit Agreement (First Horizon Pharmaceutical Corp)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 2 contracts

Samples: Credit Agreement (Ametek Inc/), Credit Agreement (Ametek Inc/)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 2 contracts

Samples: Amended and Restated Revolving Credit Agreement (Universal Outdoor Holdings Inc), Amended and Restated Credit Agreement (Hosiery Corp of America Inc)

Liens. The Borrower Borrowers will not, and will not permit any of its the Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Borrowers or any such Subsidiary of their respective Material Subsidiaries whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including consignment arrangements and including sales of accounts receivable or notes with or without recourse to the Borrower Borrowers or any of its their respective Material Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT except that the foregoing restrictions following Liens shall not apply to be permitted under this section 11.3:

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Genlyte Group Inc), Second Amended and Restated Credit Agreement (Genlyte Group Inc)

Liens. The Borrower Borrowers will not, and will not permit any of its their respective Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Furniture Brands or any such Subsidiary of its Restricted Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Furniture Brands or any of its Restricted Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, filing, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 2 contracts

Samples: Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc)

Liens. The Borrower will not, and Company will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary Company, whether now owned or hereafter acquired, acquired or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business Company) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 2 contracts

Samples: Note Purchase Agreement (Noble Drilling Corp), Note Purchase Agreement (Noble Drilling Corp)

Liens. The Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Lead Borrower or any such Subsidiary of its Restricted Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Lead Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) Restricted Subsidiaries or assign any right to receive income, or file or permit authorize the filing of any financing statement under the UCC with respect to any Lien or any other similar notice of any Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 2 contracts

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

Liens. The Borrower will not, and will not permit any of its Borrower's Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Borrower's Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive 99 income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute statute (other than precautionary filings covering leases of equipment), EXCEPT that the foregoing restrictions shall not apply to: except Liens described below (herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Credit Agreement (Consumers Us Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create Create, incur, assume or suffer to exist any Lien upon any of its property, assets or with respect to any property or assets of any kind (real or personal revenues, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, acquired or sign or file or suffer to exist under the UCC or any similar Law or statute of any jurisdiction a financing statement that names any Loan Party or any Subsidiary thereof as debtor; sign or suffer to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any such of its property or assets subject to an understanding or agreement, agreement (contingent or otherwise , ) to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower it or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business) ; or assign or otherwise transfer any right accounts or other rights to receive income, or file or permit other than, (i) with respect to any Eligible Real Estate encumbered by a Mortgage in favor of the filing Collateral Agent, the Liens referred to in Schedule B of any financing statement the Title Policy insuring the Collateral Agent’s interest under such Mortgage and (ii) as to all of the UCC or any other similar notice above, the following (each of Lien under any similar recording or notice statute the following, EXCEPT that the foregoing restrictions shall not apply to: a "Permitted Encumbrance"):

Appears in 1 contract

Samples: Credit Agreement (Barnes & Noble Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create Create, incur, assume or suffer to exist any Lien upon any of its property, assets or with respect to any property or assets of any kind (real or personal revenues, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, acquired or sign or file or suffer to exist under the UCC or any similar Law or statute of any jurisdiction a financing statement that names any Loan Party or any Subsidiary thereof as debtor; sign or suffer to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any such of its property or assets subject to an understanding or agreement, agreement (contingent or otherwise , ) to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower it or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business) ; or assign or otherwise transfer any right accounts or other rights to receive income, or file or permit other than, (i) with respect to any Eligible Real Estate encumbered by a Mortgage in favor of the filing Collateral Agent, the Liens referred to in Schedule B of any financing statement the Title Policy insuring the Collateral Agent’s interest under such Mortgage and (ii) as to all of the UCC or any other similar notice above, the following (each of Lien under any similar recording or notice statute the following, EXCEPT that the foregoing restrictions shall not apply to: a “Permitted Encumbrance”):

Appears in 1 contract

Samples: Credit Agreement (Barnes & Noble Inc)

Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create Create, incur, assume or suffer to exist any Lien upon any of its property, assets or with respect to any property or assets of any kind (real or personal revenues, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, acquired or sign or file or suffer to exist under the UCC or any similar Law or statute of any jurisdiction a financing statement that names any Loan Party or any Subsidiary thereof as debtor; sign or suffer to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any such of its property or assets subject to an understanding or agreement, agreement (contingent or otherwise , ) to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower it or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business) ; or assign or otherwise transfer any right accounts or other rights to receive income, other than, as to all of the above, Permitted Encumbrances; provided, that, if at any time a financing statement is filed -107- that names any Loan Party or file any Subsidiary thereof as debtor without the knowledge, consent or permit the filing authorization of any financing statement under the UCC Loan Party or any other similar notice Subsidiary, such Loan Party shall have a reasonable period of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to: time after obtaining knowledge thereof to obtain its termination.

Appears in 1 contract

Samples: Credit Agreement (Chicos Fas Inc)

Liens. The Borrower Each Credit Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower such Credit Party or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower such Credit Party or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 12.2.1 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Fsa Acquisition Corp

Liens. The Borrower Each Credit Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement agree­ment, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes receiv­able with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Lee Enterprises, Inc)

Liens. The Borrower Each Credit Party will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower any Credit Party or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower any Credit Party or any of its their respective Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute ; provided, EXCEPT that that, the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 1 contract

Samples: Abl Credit Agreement (CVR Partners, Lp)

Liens. The Borrower Each Holding Company will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower any Holding Company or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower any Holding Company or any of its their respective Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC UCC, the PPSA or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 1 contract

Samples: CVR Energy Inc

Liens. The Borrower Each Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower any Obligor or any such Subsidiary Group Member, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower any Obligor or any of its Subsidiaries Group Member), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 1 contract

Samples: Syndicated Facility Agreement (Toys R Us Inc)

Liens. The Each of OFSI, Caterair Holdings and the Borrower will not, and each of Caterair Holdings and the Borrower will not permit any of its respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of OFSI, Caterair Holdings, the Borrower or any such Subsidiary of Caterair Holdings or the Borrower, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to OFSI, Caterair Holdings, the Borrower or any Subsidiary of its Subsidiaries Caterair Holdings or the Borrower), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"): -65- 73

Appears in 1 contract

Samples: Credit Agreement (Sky Chefs Argentine Inc)

Liens. The Each of the Parent and the Borrower will not, and will ----- not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Parent or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this -------- Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Amendment to Credit Agreement (Corporate Express Inc)

Liens. The Borrower From the date hereof until the Closing or, in the case of the HUD Entities, the applicable HUD Closing, none of Sellers will, or will not, and will not permit any of its Subsidiaries the Subsidiaries, the Subject LPs or the Subject Lower Tier Entities to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of any of the Borrower Subsidiaries, the Subject LPs or any such Subsidiary the Subject Lower Tier Entities, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its the Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) Subject LPs or the Subject Lower Tier Entities), or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC Uniform Commercial Code or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that or grant rights with respect to, or otherwise encumber or create a security interest in, such property or assets or any portion thereof or any other revenues therefrom or the foregoing restrictions shall not apply to proceeds payable upon the sale, transfer or other disposition of such property or asset or any portion thereof, or permit or suffer any such action to be taken, except the following:

Appears in 1 contract

Samples: Subscription and Purchase Agreement (Insignia Financial Group Inc)

Liens. The Borrower Holding will not, and will not permit any of its ----- Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to (i) the capital stock of the Borrower (other than pursuant to, and only to the extent provided in, the Holding Note Pledge Agreement) or (ii) any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 1 contract

Samples: Second Amended and Restated Credit Agreement (Jorgensen Earle M Co /De/)

Liens. The Holdings and the Borrower will not, and will not ----- permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of Holdings or the Borrower or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries assets, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the -------- creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"): ---------------

Appears in 1 contract

Samples: Second Amended and Restated Credit Agreement (Coinmach Laundry Corp)

Liens. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to (i) the capital stock of the Borrower or (ii) any property or assets of any kind (real or personal, tangible or intangible) of Holdings, the Borrower or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to Holdings, the Borrower or any of its their respective Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 1 contract

Samples: Credit Agreement (Acg Holdings Inc)

Liens. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to (i) the capital stock of the Borrower or any of its Subsidiaries or (ii) any property or assets of any kind (real or personal, tangible or intangible) of Holdings, the Borrower or any such Subsidiary of their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to Holdings, the Borrower or any of its their respective Subsidiaries, other than for purposes but excluding sales of collection of delinquent accounts Leases and conditional sales contracts relating to Rental Equipment, in either case with residual guarantees to the ordinary course of business extent permitted under Section 8.1(l)) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute statute (other than precautionary filings covering leases of equipment), EXCEPT that the foregoing restrictions shall not apply to: except Liens, sales and assignments described below (herein referred to as "PERMITTED LIENS"):

Appears in 1 contract

Samples: Credit Agreement (Williams Scotsman Inc)

Liens. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Credit Agreement (Neodata Services Inc)

Liens. The Borrower Holdings will not, and will not permit any of its ----- Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions -------- of this Section 9.01 shall not apply to: prevent Holdings or any of its Subsidiaries from creating, incurring, assuming or permitting the existence of the following (liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Credit Agreement (Physician Health Corp)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any -67- 75 property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Chancellor Radio Broadcasting Co)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets ( including in- cluding sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Letter of Credit (Dominicks Supermarkets Inc)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; PROVIDED that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent Holdings or any of its Subsidiaries from creating, incurring, assuming or permitting the existence of the following (liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Credit Agreement (Ubiquitel Inc)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 10.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 1 contract

Samples: Credit Agreement (Global Cash Access Holdings, Inc.)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent Holdings or any of its Subsidiaries from creating, incurring, assuming or permitting the existence of the following (liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Ubiquitel Inc

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Credit Agreement (Howmet Corp /New/)

Liens. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Holdings or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to except:

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Interstate Hotels Co)

Liens. The Borrower JCC Holding will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower JCC Holding or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower JCC Holding or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: JCC Holding Co

Liens. The Neither Borrower will, nor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the U.S. Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the U.S. Borrower or any of its Subsidiaries , other than for purposes of collection of delinquent accounts in the ordinary course of business ) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.03 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Credit Agreement (Exide Technologies)

Liens. The Neither Magellan nor the Borrower will, nor will not, and will not they permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Magellan or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower Magellan or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as “Permitted Liens”):

Appears in 1 contract

Samples: Credit Agreement (Magellan Health Services Inc)

Liens. The Neither Parent nor the Borrower will, or will not, and will not permit any of its their respective Subsidiaries to, to create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of Parent, the Borrower or any such Subsidiary their respective Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business notes) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording secondary or notice statute, EXCEPT that except as provided for in the foregoing restrictions shall not apply to: Stock Purchase Agreement.

Appears in 1 contract

Samples: Credit Agreement (Jacor Communications Inc)

Liens. The Neither the Borrower nor Trizec will, nor will not, and will not the Borrower or Trizec permit any of its Subsidiaries or any other Person which is a Borrowing Base Property Owner to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets asset of any kind Credit Party ( real including, but not limited to, any Borrowing Base Property (or personal, tangible any other Property thereon) or intangible any capital stock or other Equity Interest owned by such Credit Party) or on the capital stock or other Equity Interest of any Borrowing Base Property Owner (all of the Borrower or any foregoing assets and Equity Interests subject to such Subsidiary restrictions are referred to as “Restricted Property”), in either case whether now owned or leased or hereafter acquired acquired or leased, or sell any such property or assets Restricted Property subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets Restricted Property (including sales of accounts receivable or notes with or without recourse generated from any of the Restricted Properties, but excluding (i) the right to sell, transfer, convey or issue non-managing member interests in the Borrower so long as the condition set forth in Section 8.04(b)(ii) is not violated thereby, and (ii) the right of any Person which is not Trizec or any a Subsidiary of its Subsidiaries, other than for purposes of collection of delinquent accounts Trizec to convert an Equity Interest in the ordinary course of business) Borrower into an Equity Interest in Trizec), or assign any right to receive income, the income or file profits therefrom or permit authorize the filing of any financing statement statements under the UCC or any other similar notice of Lien under any similar recording or notice of statute, EXCEPT that the foregoing restrictions shall not apply to: except (“Permitted Encumbrances”):

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Trizec Properties Inc)

Liens. The No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the such Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase or leaseback such property or assets (including sales of accounts receivable or notes with or without recourse to the such Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; PROVIDED that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "PERMITTED LIENS"):

Appears in 1 contract

Samples: Credit Agreement (Starwood Hotels & Resorts)

Liens. The No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the such Borrower or any such Subsidiary of its Subsidiaries, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the such Borrower or any of its Subsidiaries ), other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute , EXCEPT ; provided that the foregoing restrictions provisions of this Section 9.01 shall not apply to: prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"):

Appears in 1 contract

Samples: Credit Agreement (Starwood Lodging Corp)