Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and (i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 2 contracts
Sources: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan DocumentDocument (including any documents entered into in order to Cash Collateralize L/C Obligations);
(b) until Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the date books of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described applicable Person in clause (b) of Section 7.2.2accordance with GAAP;
(c) purchase money security interestscarriers’, in addition towarehousemen’s, and not in limitation ofmechanics’, the Capitalized Lease Liabilities described in clause (j) hereofmaterialmen’s, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments repairmen’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) like Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums which are not overdue for a period of more than 30 days or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves in accordance with GAAP shall have been set aside respect thereto are maintained on its booksthe books of the applicable Person;
(fd) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA;
(e) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases and contracts surety bonds (other than for borrowed money) entered into bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business business;
(f) any right which any municipal or governmental body or agency may have by virtue of any franchise, license, contract or status to purchase or designate a purchaser of, or order the sale of, any property of the Borrower or a Subsidiary upon payment of reasonable compensation therefor or to secure obligations on surety terminate any franchise, license or appeal bondsother rights or to regulate the property and business of the Borrower or a Subsidiary;
(g) judgment Liens any Liens, neither assumed by the Borrower or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in existence less than 30 days after or relating to real estate acquired by the entry thereof Borrower or with respect to which execution has been stayed a Subsidiary for sub-station, measuring station, regulating station, gas purification station, compressor station, transmission line, distribution line or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesright-of-way purposes;
(h) Liens easements or reservations in existence on any property of the Sixth Amended Borrower or a Subsidiary for the purpose of roads, pipe lines, gas transmission and Restated Effective Date distribution lines, electric light and listed on Schedule 7.2.3power transmission and distribution lines, but without giving effect to any extensions water mains and other like purposes, and zoning ordinances, regulations and restrictions which do not impair the use of such property in the operation of the business of the Borrower or renewals thereof; anda Subsidiary;
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoBorrower and its Subsidiaries taken as a whole;
(j) Liens in connection with Capitalized Lease Liabilities in securing judgments for the amount and payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to the extent permitted by subsection 7.2.2(f)such judgments;
(k) (i) Liens on securing Indebtedness in respect of Capital Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, provided that (A) such Liens do not at any time encumber any property leased other than the property financed by such Indebtedness other than with respect to improvements and accessions to the Borrower or any Subsidiary or other interest or title subject assets and proceeds and products thereof, (B) the Indebtedness secured thereby does not exceed the cost of the lessor under operating leases property being acquired on the date of acquisition, and (C) such Liens attach to such property concurrently with or within 180 days after the acquisition thereof, and (ii) Liens securing obligations any refinancing (including successive refinancings) of such Indebtedness, provided that such Liens do not extend to additional property and the amount of the Indebtedness is not increased (except by an amount not to exceed fees, premiums and interest relating to such refinancing); provided further that the principal amount of the Indebtedness secured by Liens permitted by this clause (k) shall not in the aggregate at any time exceed 2.5% of the Total Capital of the Borrower or such Subsidiary to the lessor under such leasesand its Subsidiaries;
(l) Liens on property of a Target which exist Person existing at the time such Target becomes Person is merged with or into or consolidated with or acquired by the subject Borrower or any Subsidiary of a Permitted Acquisition to the extent Borrower; provided that such Liens are otherwise permitted pursuant were not granted in contemplation of, and were in existence prior to, such merger, consolidation or acquisition and do not extend to this Section 7.2.3; andany assets other than those of the Person merged into or consolidated with the Borrower or the Subsidiary that were encumbered prior to such merger, consolidation or acquisition;
(m) Liens on property existing at the assets time of NovaMed acquisition of New Albany the property by the Borrower or any Subsidiary of the Borrower; provided that such Liens were not granted in contemplation of, and were in existence prior to, the contemplation of such acquisition and no such Lien may encumber any other property of the Borrower or any Subsidiary;
(n) Liens incurred to refinance any Indebtedness of the Borrower or its Subsidiaries which has been secured by Liens otherwise permitted hereunder under clauses (l) and (m); provided that such Liens do not extend to any property other than the property securing the Indebtedness refinanced and the amount of the Indebtedness secured thereby is not increased (except by an amount not to exceed fees, premiums and interest relating to such refinancing);
(o) Liens on cash and cash equivalents granted pursuant to master netting agreements entered into in the ordinary course of business in connection with Swap Contracts; provided that (i) the transactions secured by such Liens are governed by standard International Swaps and Derivatives Association, Inc. documentation, and (ii) such Swap Contracts consist of derivative transactions contemplated to be settled in cash and not by physical delivery and are designed to minimize the risk of fluctuations in oil and gas prices with respect to the Borrower’s and its Subsidiaries’ operations in the ordinary course of its business;
(p) Liens pursuant to master netting agreements entered into in the ordinary course of business in connection with Swap Contracts, in each case pursuant to which the Borrower or a Subsidiary of the Borrower, as a party to such master netting agreement and as pledgor, pledges or otherwise transfers to the other party to such master netting agreement, as pledgee, in order to secure the Borrower’s or such Subsidiary’s obligations under such master netting agreement, a Lien upon and/or right of set off against, all right, title, and interest of the pledgor in any obligations of the pledgee owed to the pledgor, together with all accounts and general intangibles and payment intangibles in respect of such obligations and all dividends, interest, and other proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of the foregoing;
(q) Liens arising in the ordinary course of business under Oil and Gas Agreements to secure compliance with such agreements, provided that any such Lien referred to in this clause are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, and provided further that any such Lien referred to in this clause does not materially impair the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any Subsidiary or materially impair the value of such property subject thereto, and provided further that such Liens are limited to property that is the subject of the relevant Oil and Gas Agreement;
(r) bankers’ Liens, rights of setoff and other similar Liens existing with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any Subsidiary, in each case arising in the ordinary course of business in favor of the bank or banks with which such accounts are maintained; and
(s) Liens not otherwise permitted by this Section 7.01 securing Indebtedness or other obligations of the Borrower or its Subsidiaries, provided that the aggregate outstanding principal amount of all such Indebtedness or other obligations by such Liens permitted by this clause q (s) does not at any time exceed 5.0% of Section 7.2.2Consolidated Net Tangible Assets.
Appears in 2 contracts
Sources: Credit Agreement (ONE Gas, Inc.), Credit Agreement (ONE Gas, Inc.)
Liens. The Borrower No Credit Party will, nor will not, and will not it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:except for the following (“Permitted Liens”):
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described Closing Date which are disclosed in clause (b) of Section 7.2.2Schedule 8.3(b);
(c) purchase money security interests, Liens in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens favor of carriers, warehousemen, mechanics, materialmen and landlords incurred granted in the ordinary course of business for sums amounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fd) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases and contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or appeal performance bonds;
(ge) judgment Liens in existence for less than 30 sixty (60) days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiescompanies and which do not otherwise result in an Event of Default under Section 9.1(f);
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(if) easements, rights-of-way, restrictions zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached;
(g) Liens for Taxes not yet due and payable or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(h) purchase money security interests in real property, improvements thereto, equipment or other assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary Guarantor; provided that (i) such security interests secure Indebtedness permitted by Section 8.2(e) or Section 8.2(j), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within two hundred seventy (270) days after such acquisition (or construction) (or in the case of the first or any successive extensions, renewals or refinancings of the underlying Indebtedness, such security interests are incurred and the security is created within thirty (30) days after the incurrence of such new Indebtedness), (iii) the Indebtedness secured thereby does not exceed the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries as lessees in the ordinary course of business which, in and covering only the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoassets soleased;
(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)importation ofgoods;
(k) Liens on property leased arising solely by the Borrower virtue of any statutory or any Subsidiary common law provision relating to bankers’ liens, rights of set-off or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasessimilar rights;
(l) Liens on property the cash collateralization of a Target which exist at the time such Target becomes the subject any letter of a Permitted Acquisition to the extent such Liens are otherwise permitted credit obligations incurred pursuant to this Section 7.2.38.2(m) in an amount not to exceed 105% of the face amount thereof; and
(m) other Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2and other obligations in an aggregate outstanding principal amount not to exceed $1,500,000.
Appears in 2 contracts
Sources: Credit Agreement (Heartflow, Inc.), Credit Agreement (Heartflow, Inc.)
Liens. The Borrower Company will not, and nor will not it permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon in, of or on the Property of the Company or any of its property, revenues or assets, whether now owned or hereafter acquiredSubsidiaries, except:
(ai) Liens securing payment of the Obligations, granted pursuant to (other than any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held Lien imposed by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all ERISA or any part of the cost of acquiring such property; provided that (iEnvironmental Law) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter payable can be paid without penalty penalty, or are being diligently contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;.
(eii) Liens of imposed by law, such as carriers’, warehousemen, ’s and mechanics, materialmen ’ liens and landlords incurred other similar liens arising in the ordinary course of business for sums (a) which do not overdue in the aggregate materially detract from the value of the property or assets of the Company and the Subsidiaries, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Company and the Subsidiaries, taken as a whole, or (b) which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;.
(fiii) Liens (other than any Lien imposed by ERISA) incurred (a) arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, (b) to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (c) arising by virtue of deposits made in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance liability for premiums to insurance carriers; provided that the aggregate amount of tenders, statutory obligations, leases deposits at any time pursuant to clause (b) and contracts clause (other than for borrowed moneyc) entered into shall not exceed $1,000,000 in the ordinary course of business or to secure obligations on surety or appeal bonds;aggregate.
(giv) judgment Liens in existence less than 30 days after the entry thereof Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from in any material way affect the value marketability of the property subject thereto same or interfere with the ordinary conduct of use thereof in the business of the property Company or its Subsidiaries.
(v) Liens existing on the Closing Date and described in Schedule 6.15, provided that (i) the aggregate principal amount of the Person which is subject thereto;Indebtedness, if any, secured by such Liens does not increase and (ii) such Liens do not encumber any additional assets or properties of the Company or any of its Subsidiaries.
(jvi) Liens in favor of the Agent, for the benefit of the Lenders, in the Facility LC Collateral Account or granted pursuant to any Collateral Document.
(vii) Liens incurred in connection with any transfer of an interest in accounts or notes receivable or related assets as part of a Qualified Receivables Transaction.
(viii) Any Lien of a lessor under a Capitalized Lease Liabilities on assets subject to such Capitalized Lease securing Capitalized Lease Obligations permitted by Section 6.11(vii).
(ix) Liens arising out of judgments or awards not giving rise to a Default in respect of which the Company or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings.
(x) Any interest or title of a lessor, sublessor, licensee or licensor under any lease (other than a Capitalized Lease) or license agreement permitted by this Agreement, including any Lien filed to prevent the impairment of any such interest.
(xi) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods.
(xii) In the case of any Dutch Subsidiary, Liens created or to be created pursuant to the general conditions of a bank operating in the amount Netherlands based on the general conditions drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) and the Consumers’ Union (Consumenten bond).
(xiii) Liens on assets of Foreign Subsidiaries (other than Foreign Subsidiary Borrowers); provided that (a) such Liens do not extend to, or encumber, assets which constitute Equity Interests in any of the Company’s Subsidiaries and (b) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.11(xi).
(xiv) Liens upon assets of the Company or any of its Subsidiaries subject to Sale and Leaseback Transactions to the extent permitted by subsection 7.2.2(fSection 6.13(viii);
; provided that (ka) in each case, such Liens on property leased by only serve to secure the Borrower payment of Attributable Debt arising under such Sale and Leaseback Transaction and do not encumber any other asset (other than proceeds thereof) of the Company or any Subsidiary or other interest or title of the lessor under operating leases securing obligations Company and (b) the aggregate outstanding principal amount of the Borrower or such Subsidiary to the lessor under such leases;all Attributable Debt secured by Liens permitted by this clause (xiii) shall not at any time exceed $40,000,000.
(lxv) Liens on property of a Target which exist at not otherwise permitted by the time such Target becomes the subject of a Permitted Acquisition foregoing clauses (i) through (xiii) to the extent such Liens are otherwise permitted pursuant attaching to this Section 7.2.3; and
(m) Liens on properties and assets with an aggregate fair value not in excess of, and securing liabilities not in excess of, $5,000,000 in the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2aggregate at any time outstanding.
Appears in 2 contracts
Sources: Credit Agreement (Actuant Corp), Credit Agreement (Actuant Corp)
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries other Loan Party to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments Taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand the execution or other enforcement of which is effectively stayed;
(eb) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and landlords other similar Liens imposed by law and (ii) Liens consisting of pledges or deposits incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been and the execution or other enforcement of which is effectively stayed;
(c) Liens described on Schedule 7.2 as of the Closing Date;
(d) subject to the limitation set aside forth in Section 7.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on its booksproperty (excluding Accounts and Inventory) at the time of the acquisition thereof by Borrower or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired;
(e) Liens arising out of judgments not constituting or otherwise resulting in an Event of Default;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-encroachments, rights of way, restrictions leases, subleases, restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of Borrower or any Subsidiary;
(g) any interest or title of a lessor or sublessor under any lease permitted by this Agreement;
(h) Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement;
(i) Liens arising under the property of the Person which is subject theretoLoan Documents;
(j) Liens the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in connection with Capitalized Lease Liabilities the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount and to the extent permitted by subsection 7.2.2(fthereof);
(k) Liens on property leased cash collateral securing the bank guarantee described in, and permitted by Section 7.1(m) in an aggregate amount not to exceed the Borrower or any Subsidiary or other interest or title permitted amount of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;bank guarantee; and
(l) Liens on property of a Target which exist at securing the time such Target becomes the Second Lien Obligations (subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on terms of the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Second Lien Intercreditor Agreement).
Appears in 2 contracts
Sources: Credit Agreement (Performance Health Holdings Corp.), Credit Agreement (Performance Health Holdings Corp.)
Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary (other than a Hedging SPE or Investment Holding Subsidiary) to, create, incur, assume or suffer to exist Incur any Lien upon any of its property, revenues property or assetsassets included in the Collateral, whether now owned or hereafter acquired, except:except the following (collectively, the "Permitted Liens"):
(ai) Liens securing payment in favor, or for the benefit, of the Obligations, Administrative Agent or the Lenders granted pursuant to this Agreement or any Loan Collateral Document, including the Lien in favor of the Secured Parties Representative created by the Pledge and Intercreditor Agreement;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (iii) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens other encumbrance for taxes, assessments or other governmental charges or levies not at yet subject to penalties for non-payment or the time delinquent validity, applicability or thereafter payable without penalty or amount of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksestablished by the Borrower;
(eiii) Liens of carriers, warehousemen, mechanics, materialmen broker-dealers and landlords incurred clearing corporations Incurred in the ordinary course of business for sums not overdue business, but excluding Liens created in connection with the purchase of securities on margin, the short sale of securities on margin or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens Securities Lending Transactions (other than any Lien imposed by ERISA) Securities Lending Transactions involving U.S. Government Securities incurred as Interest Rate Hedging Transactions); provided, that in the case of broker-dealer Liens relating to trades not settled in the ordinary course of business in connection with workmen’s compensationbusiness, unemployment insurance or other forms such Liens shall be Permitted Liens under this clause (iv) only if such Liens are discharged within five (5) Business Days of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsBorrower's obtaining actual knowledge thereof;
(giv) judgment Liens in existence less than 30 thirty (30) days after the entry thereof or with respect to which execution has been stayed stayed, in each case, so long as the aggregate amount of all such judgment Liens at any time does not exceed 1.5% of the Net Asset Value or judgment Liens the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofinsurance; and
(iv) easementsany other Lien granted in favor of the Secured Parties Representative for its benefit and the benefit of the Lenders, rights-of-waythe Insurer, restrictions the Custodian (and other similar encumbrances incurred any subcustodian appointed by or on behalf of the Custodian), the Administrative Agent or the Hedging Representative and Secured Hedging Creditors (each as defined in the ordinary course of business whichPledge and Intercreditor Agreement) granted under the Pledge and Intercreditor Agreement, the Custodial Agreement or any Secured Hedging Agreement (as defined in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount Pledge and to the extent permitted by subsection 7.2.2(fIntercreditor Agreement);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 2 contracts
Sources: Credit Agreement (Special Value Expansion Fund, LLC), Credit Agreement (Special Value Opportunities Fund LLC)
Liens. The Borrower No Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:except (each of the following clauses (a) through (g), “Permitted Lien”):
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date Liens existing as of the initial Borrowing; Liens Closing Date and disclosed in Schedule 8.3(b) securing payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.28.2, and refinancings of such Indebtedness; provided that, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on the Closing Date (as such Indebtedness may have been permanently reduced subsequent to the Closing Date);
(c) purchase money security interestsLiens in favor of carriers, in addition towarehousemen, mechanics, materialmen and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary landlords granted in the ordinary course of business, securing Indebtedness incurred business for amounts not overdue or assumed being diligently contested in good faith by appropriate proceedings and for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently which adequate reserves in accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests GAAP shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)have been set aside on its books;
(d) Liens for taxesincurred or deposits made in the ordinary course of business in connection with worker’s compensation, assessments unemployment insurance or other forms of governmental charges insurance or levies benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds;
(e) judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 9.1.6;
(f) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached;
(g) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;; and
(h) Liens Cash collateral in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect an amount not to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course exceed $350,000 securing letters of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise credit permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.28.2(e).
Appears in 2 contracts
Sources: Credit Agreement (Alliqua BioMedical, Inc.), Credit Agreement (Alliqua BioMedical, Inc.)
Liens. The No Borrower will notshall, and will not nor shall any Borrower permit any of its Subsidiaries other Person to, create, incur, assume assume, or suffer to exist any Lien upon any Collateral, Collateral Property or any Equity Interest in any Restricted Party other than any of its property, revenues or assets, whether now owned or hereafter acquired, except:the following (each a “Permitted Lien”):
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted hereof and described in clause (b) of Section 7.2.2listed on Schedule 8.03;
(c) purchase money security interestsLiens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in addition toaccordance with GAAP;
(d) carriers', and not in limitation ofwarehousemen's, the Capitalized Lease Liabilities described in clause (j) hereofmechanics', on any property acquired materialmen's, repairmen's, or held by any Subsidiary other like Liens arising in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that business which are (i) not in excess of $2,000,000 in the aggregate for any such Lien attaches to such property concurrently with individual Collateral Property or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired remain undischarged of record (by payment, bonding or otherwise) for a period of more than sixty (60) days, provided that in such transaction, case of (i) and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all ii), such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksdiligently conducted;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers' compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA;
(f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsperformance bonds, rights-of-way, restrictions and other similar encumbrances obligations of a like nature incurred in the ordinary course of business whichbusiness;
(g) Liens set forth in the Title Policies issued with respect to the Mortgages;
(h) other encumbrances on a Collateral Property, which do not constitute a grant by a Loan Party of a mortgage or deed of trust, which in the aggregate, are not substantial in amount, and do not in any case materially detract from the value of the property any Collateral Property subject thereto or materially interfere with the ordinary conduct of the business of the property applicable Mortgagor;
(i) Liens securing judgments for the payment of the Person which is subject theretomoney not constituting an Event of Default under Section 10.01(m) or securing appeal or other surety bonds related to such judgments;
(j) Liens in connection with Capitalized Lease Liabilities in respect to Personal Property constituting a part of the amount and to the extent permitted by subsection 7.2.2(f);Collateral Property, a Permitted Personal Property Lien; and
(k) Liens on related to financing or leasing arrangements permitted by Section 8.04; provided that such Liens do not encumber any property other than the property financed or leased by under Section 8.04. Except for such Permitted Liens and Permitted Personal Property Lien provided in Section 8.04, each Borrower will own all parts of the Borrower or Collateral Properties and will not acquire any Subsidiary fixtures, equipment, or other interest or title property (including software embedded therein) forming a part of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted any Collateral Property pursuant to this Section 7.2.3; and
(m) Liens on a Lease, license, security agreement, or similar agreement, whereby any party has or may obtain the assets right to repossess or remove same, without the prior written consent of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Administrative Agent.
Appears in 2 contracts
Sources: Revolving Credit Agreement (FelCor Lodging LP), Revolving Credit Agreement (FelCor Lodging Trust Inc)
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries other Loan Party to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments Taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand the execution or other enforcement of which is effectively stayed;
(eb) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and landlords other similar Liens imposed by law and (ii) Liens consisting of pledges or deposits incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been and the execution or other enforcement of which is effectively stayed;
(c) Liens described on Schedule 7.2 as of the Closing Date;
(d) subject to the limitation set aside forth in Section 7.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on its booksproperty (excluding Accounts and Inventory) at the time of the acquisition thereof by Borrower or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired;
(e) Liens arising out of judgments not constituting or otherwise resulting in an Event of Default;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-encroachments, rights of way, restrictions leases, subleases, restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of Borrower or any Subsidiary;
(g) any interest or title of a lessor or sublessor under any lease permitted by this Agreement;
(h) Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement;
(i) Liens arising under the property of the Person which is subject theretoLoan Documents;
(j) Liens the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in connection with Capitalized Lease Liabilities the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount and to the extent permitted by subsection 7.2.2(fthereof);
(k) Liens on property leased cash collateral securing the bank guarantee described in, and permitted by Section 7.1(m) in an aggregate amount not to exceed the Borrower or any Subsidiary or other interest or title permitted amount of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;bank guarantee; and
(l) Liens on property of a Target which exist at securing the time such Target becomes the First Lien Obligations (subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on terms of the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Intercreditor Agreement).
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Performance Health Holdings Corp.), Second Lien Credit Agreement (Performance Health Holdings Corp.)
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries to, create, incur, assume create or suffer permit to exist any Lien upon with respect to any of its property, revenues or assets, whether assets now owned or hereafter existing or acquired, except:
except the following: (aA) Liens securing payment of the Obligationsfor current taxes not delinquent or for taxes being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interestsare being maintained, in addition toaccordance with GAAP, (B) easements, party wall agreements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in material respect with the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part business of the cost Borrower and its Subsidiaries taken as a whole; (C) Liens in connection with the acquisition of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days fixed assets after the acquisition thereof, (ii) such Lien attaches solely date hereof and attaching only to the property so acquired in such transactionbeing acquired, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(dD) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s workers' compensation, unemployment insurance or other forms of governmental insurance or benefits and Liens pursuant to letters of credit or other security arrangements in connection with such insurance or benefits, or to secure performance of tenders(E) mechanics', statutory obligationsworkers', leases materialmen's, landlord liens and contracts (other than for borrowed money) entered into like Liens arising in the ordinary course of business in respect of obligations which are not delinquent or to secure obligations on surety or appeal bonds;
(g) judgment Liens which are being contested in existence less than 30 days after the entry thereof or good faith and by appropriate proceedings and with respect to which execution has adequate reserves have been stayed established, and are being maintained, in accordance with GAAP, (F) liens on Invested Assets pursuant to trust, letter of credit or the payment of which is bonded other security arrangements in connection with Reinsurance Agreements or covered in full Primary Policies or other regulatory requirements (subject to a customary deductible) by for insurance maintained with responsible insurance companies;
licensing purposes), (hG) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.35.02(g) in effect on the date hereof; (H) attachments, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions judgments and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do Liens for sums not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person exceeding $20,000,000 (excluding (x) any portion thereof which is subject thereto;
covered by insurance so long as the insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights and (jy) all such Liens on assets of Subsidiaries that are not Material Subsidiaries); (I) attachments, judgments and other similar Liens for sums of $20,000,000 or more (excluding any portion thereof which is covered by insurance so long as the insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights) provided the execution or other enforcement of such Liens is effectively stayed and claims secured thereby are being actively contested in good faith and by appropriate proceedings and have been bonded off; and (J) Liens in connection with Capitalized Lease Liabilities in the amount and pursuant to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien securing Indebtedness upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted created pursuant to any Loan Document;
(b) until Liens existing on the date of Closing Date and, to the initial Borrowingextent securing Indebtedness in an aggregate amount exceeding $5,000,000, set forth on Schedule 9.1(b); provided that to the extent Liens securing payment of Indebtedness of existing on the type permitted and described Closing Date are not disclosed on such Schedule 9.1(b) in clause (b) of Section 7.2.2reliance on the threshold provided for above, such Liens shall in no event encumber any Current Asset Collateral;
(c) purchase money security interestsLiens for Taxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days or that are being contested in addition to, good faith and not by appropriate proceedings for which appropriate reserves have been established in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)GAAP;
(d) Liens for taxes, assessments statutory or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) common law Liens of landlords, carriers, warehousemen, mechanics, materialmen and landlords incurred materialmen, repairmen, construction contractors or other like Liens or other customary Liens (other than in respect of Indebtedness) in favor of landlords, so long as, in each case, such Liens arise in the ordinary course of business for sums that secure amounts not overdue for a period of more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or that are being diligently contested in good faith and by appropriate proceedings and for which proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksGAAP;
(fe) Liens (other than any Lien imposed by ERISAi) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrowers or any Restricted Subsidiaries;
(f) deposits to secure obligations on surety or the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business whichand title defects affecting real property that, in the aggregate, do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property Loan Parties and their Restricted Subsidiaries taken as a whole, or the use of the Person which is property for its intended purpose;
(h) Liens arising from judgments or orders for the payment of money not constituting an Event of Default under Section 10.1(g);
(i) Liens securing obligations in respect of Indebtedness permitted under Section 9.3(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to, or acquired, constructed, repaired, replaced or improved with the proceeds of such Indebtedness; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
(j) Liens in connection with Capitalized Lease Liabilities leases, licenses, subleases or sublicenses granted to others in the amount ordinary course of business which do not (i) interfere in any material respect with the business of the Loan Parties and to the extent permitted by subsection 7.2.2(f)their Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;
(k) Liens on property leased by in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Borrower or any Subsidiary or other interest or title importation of goods in the lessor under operating leases securing obligations ordinary course of the Borrower or such Subsidiary to the lessor under such leasesbusiness;
(l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 9.2(i) or Section 9.2(m) to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Target which exist at the time such Target becomes the subject of a Permitted Acquisition Disposition permitted under Section 9.5, in each case, solely to the extent such Liens are otherwise Investment or Disposition, as the case may be, would have been permitted pursuant to this Section 7.2.3; andon the date of the creation of such Lien;
(m) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(n) Liens on property of, or (except to the extent constituting Collateral) Equity Interests in, any Non-Loan Party securing Indebtedness of such Non-Loan Party incurred pursuant to Sections 9.3(b), (l), (p), (r) or (v);
(o) Liens in favor of a Loan Party or a Restricted Subsidiary securing Indebtedness permitted under Section 9.3(d); provided that all such Liens on Collateral in favor of a Non-Loan Party securing Indebtedness owing by a Loan Party to such Non-Loan Party shall be subordinated to the Liens of the Collateral Agent pursuant to the Intercompany Subordination Agreement;
(p) Liens existing on property (other than Current Asset Collateral, unless the Liens thereon are subordinated to the Lien of the Collateral Agent securing the Obligations in a manner consistent with the terms of the Senior Notes Intercreditor Agreement) at the time of its acquisition or existing on the property of any Person (including any Equity Interests owned by such Person) at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 8.3), in each case after the Closing Date (other than Liens on the Equity Interests (to the extent constituting Collateral) of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of any such event, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property of such acquired Restricted Subsidiary or the Equity Interests owned by such Person), and (iii) the Indebtedness secured thereby is permitted under Section 9.3(e) or (v);
(q) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases (other than Capitalized Leases) or licenses entered into by any Loan Party or any of the Restricted Subsidiaries in the ordinary course of business;
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Loan Party or any of the Restricted Subsidiaries in the ordinary course of business;
(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 9.2 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes;
(t) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Loan Party or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement not prohibited hereunder;
(u) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of the Restricted Subsidiaries are located;
(v) purported Liens evidenced by the filing of precautionary UCC financing statements or similar public filings;
(w) Liens securing Indebtedness in an aggregate amount not to exceed the greater of (i) $450,000,000 and (ii) 85% of Consolidated EBITDA as of the most recently ended Test Period on a Pro Forma Basis; provided that (A) to the extent any such Indebtedness is secured by a Lien on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement, and (B) to the extent any such Indebtedness is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to the Liens of the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement;
(x) Liens (i) of a collection bank arising under Section 4-208 of the UCC on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry;
(y) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole;
(z) the modification, replacement, renewal or extension of any Lien permitted by clauses (b) and (i) of this Section 9.1; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 9.3, and (B) proceeds and products thereof, (ii) to the extent the Liens subject to such modification, replacement, renewal or extension are subordinated to the Liens of the Collateral Agent Securing the Obligations, such Liens being so modified, replaced, renewed or extended shall be subordinated to the Liens of the Collateral Agent on terms at least as favorable to the Lenders as those contained in the subordination of such existing Liens and (iii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 9.3;
(aa) rights of set-off against credit balances of a Loan Party or any of the Restricted Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to a Loan Party or any of the Restricted Subsidiaries in the ordinary course of business, but not rights of set-off against any other property or assets of NovaMed any Loan Party or any the Restricted Subsidiaries pursuant to the agreements with such Credit Card Issuers or Credit Card Processors (as in effect on the date hereof) to secure the obligations of New Albany any Loan Party or any of the Restricted Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks;
(bb) without duplication of, or aggregation with, any other Lien permitted under any other clause of this Section 9.1, other Liens securing Indebtedness permitted under Section 9.3(s), provided that, (i) to the extent any such Indebtedness is secured by a Lien on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement, and (iii) to the extent any such Indebtedness is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to the Liens of the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement;
(cc) deposits of cash with the owner or lessor of premises leased and operated by a Loan Party or any of the Restricted Subsidiaries in the ordinary course of business of the Loan Parties and such Restricted Subsidiaries to secure the performance of any Loan Party’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises;
(dd) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of any Loan Party or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Loan Parties and the Restricted Subsidiaries;
(ee) Liens securing any Senior Notes Indebtedness permitted pursuant to Section 9.3(w); provided that such Liens shall be subject to the Senior Notes Intercreditor Agreement;
(ff) [reserved];
(gg) solely with respect to real property located in Canada, reservations, limitations, provisos and conditions expressed in any original grant from the Crown or other grants of real or immovable property, or interests therein, that do not materially affect the use of the affected land for the purpose for which it is used by clause q that Person;
(hh) the right reserved to or vested in any Governmental Authority by the terms of Section 7.2.2any lease, license, franchise, grant or permit acquired by that Person or by any statutory provision to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;
(ii) security given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of its business; and
(jj) any other Lien securing any Indebtedness, provided that (i) Secured Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently ended Test Period is equal to or less than 5.00 to 1.00, in each case determined at the date of incurrence of such Indebtedness secured by such Lien, (ii) to the extent any such Indebtedness is secured by a Lien on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement and (iii) to the extent any such Indebtedness is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to the Liens of the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Signet Jewelers LTD), Credit Agreement (Signet Jewelers LTD)
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries other Loan Party to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand the execution or other enforcement of which is effectively stayed;
(eb) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, mechanics and materialmen and landlords other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been and the execution or other enforcement of which is effectively stayed;
(c) Liens described on Schedule 11.2 as of the Closing Date and the replacement, extension or renewal thereof;
(d) subject to the limitation set aside forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on its booksproperty at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens on equipment or real property;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $3,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Loan Party; and
(mg) Liens on arising under the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Primoris Services Corp), Credit Agreement (Primoris Services Corp)
Liens. The Borrower No Credit Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon on any of its property, revenues or assets, whether asset now owned or hereafter acquiredacquired by it or any of its Subsidiaries, exceptexcept for the following:
(a) Liens securing payment in favor of the Obligations, granted pursuant to any Loan Document;Lenders securing Indebtedness under this Credit Agreement.
(b) until the date any Lien arising out of the initial Borrowing; Liens securing payment refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the type permitted foregoing clauses of this Section 8.2; provided, that such Indebtedness is not increased and described in clause (b) of Section 7.2.2;is not secured by any additional assets.
(c) purchase money Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP.
(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and interest owners of oil and gas production and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP.
(e) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security interestsbenefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts.
(f) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property.
(g) Liens with respect to judgments and attachments which do not result in addition toan Event of Default.
(h) Liens, and not in limitation ofdeposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the Capitalized Lease Liabilities described in clause payment of money), leases (j) hereofpermitted under the terms of this Agreement), on any property acquired public or held by any Subsidiary statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business.
(i) rights of first refusal entered into in the ordinary course of business.
(j) Liens consisting of any (i) rights reserved to or vested in any municipality or governmental, securing Indebtedness incurred statutory or assumed public authority to control or regulate any property of a Credit Party or any Subsidiary or to use such property in any manner which does not materially impair the use of such property for the purpose of financing all for which it is held by a Credit Party or any part such Subsidiary, (ii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any Governmental Authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, or (iii) zoning laws, ordinances or municipal regulations.
(k) Liens on deposits required by any Person with whom a Credit Party or any Subsidiary enters into forward contracts, futures contracts, swap agreements or other commodities contracts in the ordinary course of business.
(l) other Liens, including Liens imposed by Environmental Laws, arising in the cost ordinary course of acquiring such propertyits business which (i) do not secure Indebtedness (other than Liens on cash and cash equivalents that secure letters of credit), (ii) do not secure any obligation in an amount exceeding $10,000,000 at any time and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business.
(m) (i) prior to the Investment Grade Rating Date only, Liens securing, or in respect of, purchase money obligations for fixed or capital assets and obligations under Capital Leases; provided provided, that (iA) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, such acquisition; (iiB) such Lien attaches solely to the property so acquired in such transaction; (C) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of such acquisition and (iiiD) the principal amount of the aggregate Indebtedness which is outstanding and which is being secured by any and all such purchase money security interests shall Liens does not exceed at any one time exceed $13,000,000 less 3% of Consolidated Tangible Net Assets or (ii) subsequent to the Investment Grade Debt Rating only, other Liens securing Indebtedness or obligations in an amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichexceed, in the aggregate, do not materially detract from the value at any one time 10% of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;Consolidated Tangible Net Assets.
(jn) Liens in connection with Capitalized Lease Liabilities in after the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens Investment Grade Rating Date, any Lien on property leased by the Borrower or any Subsidiary or other interest or title asset of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist any Person existing at the time such Target becomes Person is merged or consolidated with or into the subject Borrower, the Parent or any Subsidiary and not created in contemplation of a Permitted Acquisition such event.
(o) after the Investment Grade Rating Date, any Lien existing on any asset prior to the extent acquisition thereof by the Borrower, the Parent or any Subsidiary and not created in contemplation of such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2acquisition.
Appears in 2 contracts
Sources: Credit Agreement (DCP Midstream Partners, LP), Credit Agreement (DCP Midstream Partners, LP)
Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of arising under the Obligations, granted pursuant to any Loan DocumentDocuments;
(b) until Liens existing on the date Amendment and Restatement Effective Date and listed on Schedule 6.02 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 6.01(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the initial Borrowing; Liens securing payment of Indebtedness of the type obligations secured or benefited thereby is permitted and described in clause (b) of by Section 7.2.26.01(b);
(c) purchase money security interestsLiens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, in addition to, and not in limitation of, if adequate reserves with respect thereto are maintained on the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part books of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently applicable Person in accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)GAAP;
(d) Liens for taxescarriers’, assessments warehousemen’s, mechanics’, materialmen’s, repairmen’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) like Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums that are not overdue for a period of more than 30 days or that are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves in accordance with GAAP shall have been set aside respect thereto are maintained on its booksthe books of the applicable Person;
(fe) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s (i) workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, and (ii) public utility services provided to the Borrower or other forms of governmental insurance or benefits, or a Subsidiary;
(f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases surety and contracts (appeal bonds, performance bonds and other than for borrowed money) entered into obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichaffecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the Person which business of the Borrower and its Subsidiaries;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(j);
(i) Liens securing Indebtedness permitted under Section 6.01(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is subject theretolower, of the property being acquired on the date of acquisition;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and any Lien existing on any property or asset prior to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Original Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other interest property or title of the lessor under operating leases securing obligations assets of the Borrower or any Subsidiary and (iii) such Subsidiary to Lien shall secure only those obligations that it secures on the lessor date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(k) Liens (i) of a collecting bank arising under such leasesSection 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) that are customary in the banking industry;
(l) Liens on property any interest or title of a Target which exist at lessor, sublessor, licensor or sublicensor under leases or licenses permitted by this Agreement that are entered into in the time such Target becomes ordinary course of business;
(m) leases, licenses, subleases or sublicenses granted to others in the subject ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, or (ii) secure any Indebtedness;
(n) Liens in favor of customs and revenue authorities arising as a Permitted Acquisition matter of law to secure payment of customs duties in connection with the extent such importation of goods in the ordinary course of business;
(o) Liens are otherwise permitted pursuant in favor of ▇▇▇▇▇ Fargo Bank, National Association on cash collateral pledged to this Section 7.2.3secure the Existing Letters of Credit and the Existing Bank Products;
(p) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;
(q) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and
(mr) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2financing arrangements with respect to insurance premiums.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Power Solutions International, Inc.), Uncommitted Revolving Credit Agreement (Power Solutions International, Inc.)
Liens. (a) The Borrower will not, and nor will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon in, of or on the Property of the Borrower or any of its propertySubsidiaries, revenues or assets, whether now owned or hereafter acquired, exceptexcept for the following:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at on its Property if the time delinquent or thereafter payable without penalty or same are being diligently contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;.
(eii) Liens of imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen maritime, and landlords incurred oil and gas well liens and other similar liens arising in the ordinary course of business for sums which secure payment of obligations not overdue more than ninety (90) calendar days past due or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books.
(iii) Liens arising out of pledges or deposits (A) under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; and (B) under bids, tenders and performance agreements.
(iv) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries.
(v) Liens in favor of the Administrative Agent to secure the Obligations granted pursuant to any Collateral Document.
(vi) Attachment, judgment and other similar, non-tax Liens in connection with court proceedings, but only if and for so long as the execution or other enforcement of such Liens is and continues to be effectively stayed and bonded on appeal in a manner reasonably satisfactory to Lenders for the full amount of such Liens, the validity and amount of the claims secured thereby are being actively contested in good faith and by appropriate lawful proceedings, such Liens do not, in the aggregate, materially detract from the value of the Property of the Borrower or any of its Subsidiaries or materially impair the use thereof in the operation of the Borrower’s or any of its Subsidiaries’ business and such Liens are and remain junior in priority to the Liens in favor of the Administrative Agent.
(vii) Liens securing Capitalized Lease Obligations, purchase money obligations, Funded Indebtedness and Rate Management Transactions or other Liens on assets of the Borrower or its Subsidiaries having an aggregate value not exceeding $25,000,000; provided that, to the extent such Liens secure Capitalized Lease Obligations and purchase money obligations, such Liens only attach to the property (a) acquired with the proceeds of such indebtedness or (b) which is the subject of such Capitalized Lease Obligations.
(viii) Financing statement filings in respect of operating leases intended by the parties to be true leases.
(ix) Liens of a collecting bank arising in the ordinary course of business under Section 4 208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon.
(A) Liens on cash held in a segregated account to secure performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, having an aggregate value not exceeding $10,000,000 and (B) Liens in existence on the Petition Date Fourth Amendment Credit Support Cash Collateral Accounts and any cash contained therein, held with an issuer of Fourth Amendment Credit Support Cash Obligations.
(xi) Liens securing Funded Indebtedness of the Borrower and its Subsidiaries constituting Permitted Refinancing Debt that is permitted under Section 6.11(a)(vi).
(xii) Liens securing obligations having an aggregate value not exceeding $25,000,000 at any time outstanding (A) not on Collateral or (B) (1) on Collateral that is not included in the calculation of then existing Borrowing Base and (2) on a junior basis to Liens in favor of the Administrative Agent securing the Obligations; provided that, to the extent such Liens are securing Funded Indebtedness incurred pursuant to Section 6.11(a)(iv), such Liens shall not be on the Collateral.
(b) The Parent will not create, incur, or suffer to exist any Lien in, of or on the Property of the Parent, except for the following:
(i) Liens for taxes, assessments or governmental charges or levies on its Property if the same are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;.
(fii) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation.
(iii) Liens in favor of the Administrative Agent to secure the Obligations granted pursuant to any Collateral Document.
(iv) Attachment, judgment and other than any Lien imposed by ERISA) incurred in the ordinary course of business similar, non-tax Liens in connection with workmen’s compensationcourt proceedings, unemployment insurance but only if and for so long as the execution or other forms enforcement of governmental insurance or benefitssuch Liens is and continues to be effectively stayed and bonded on appeal in a manner reasonably satisfactory to Lenders for the full amount of such Liens, or to secure performance the validity and amount of tendersthe claims secured thereby are being actively contested in good faith and by appropriate lawful proceedings, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment such Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichdo not, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct Property of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary of its Subsidiaries or other interest or title materially impair the use thereof in the operation of the lessor under operating leases securing obligations Borrower’s or any of its Subsidiaries’ business and such Liens are and remain junior in priority to the Liens in favor of the Borrower Administrative Agent.
(v) Liens securing Capitalized Lease Obligations or purchase money obligations; provided that such Subsidiary Liens only attach to the lessor under property (a) acquired with the proceeds of such leases;
indebtedness or (lb) Liens on property of a Target which exist at the time such Target becomes is the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andCapitalized Lease Obligations.
(mvi) Liens on Precautionary financing statement filings in respect of operating leases intended by the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2parties to be true leases.
Appears in 2 contracts
Sources: Amendment No. 5 (Superior Energy Services Inc), Credit Agreement (Superior Energy Services Inc)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (blisted on Schedule 7.01(b) of Section 7.2.2;
(c) purchase money security interestsand any modifications, in addition toreplacements, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired renewals or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyextensions thereof; provided that (i) any such Lien attaches does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such property concurrently with or within 20 days after the acquisition Lien, and (B) proceeds and products thereof, and (ii) such Lien attaches solely to Liens shall secure only those obligations which they secure on the property so acquired in such transactionClosing Date and refinancings, extensions, renewals and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and replacements thereof permitted solely under subsection 7.2.2(f)hereunder;
(dc) Liens for taxes, assessments or other governmental charges which are not yet due or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksGAAP;
(ed) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and landlords incurred materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business for sums which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksGAAP;
(fi) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases social security legislation and contracts (other than for borrowed moneyii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary;
(f) deposits to secure obligations on surety or the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money and Capitalized Leases), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended public and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) private easements, rights-of-way, restrictions, encroachments, protrusions, franchises, licenses, permits, zoning laws, covenants, conditions, restrictions and other similar non-monetary encumbrances incurred in the ordinary course of business and minor title defects affecting real property which, in the aggregate, do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property Borrower or any Restricted Subsidiary and any and all exceptions to title disclosed on Schedule B of each of the Person Mortgage Policies;
(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h), so long as such Liens are adequately bonded (if required by the applicable court) and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which is such proceedings may be initiated has not expired;
(i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property except for the property financed by such Indebtedness, accessions thereto and the proceeds and the products thereof, (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (iv) the amount of Indebtedness secured thereby does not exceed the cost of the acquisition, repair, replacement, construction or improvement (as applicable) of such property;
(j) Liens in connection with Capitalized Lease Liabilities (i) in the amount case of the Mortgaged Properties, Real Property Leases permitted under Section 7.19 and (ii) with respect to all other properties and assets of the extent permitted by subsection 7.2.2(f)Loan Parties, leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (x) interfere in any material respect with the business of the Borrower or any Restricted Subsidiary or (y) secure any Indebtedness;
(k) Liens on property leased by in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Borrower or any Subsidiary or other interest or title importation of goods in the lessor under operating leases securing obligations ordinary course of the Borrower or such Subsidiary to the lessor under such leasesbusiness;
(l) Liens on property (i) of a Target which exist at collection bank arising under Section 4-210 of the time such Target becomes Uniform Commercial Code on items in the subject course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a Permitted Acquisition to banking institution arising as a matter of law encumbering deposits (including the extent such Liens right of set-off) and which are otherwise permitted pursuant to this Section 7.2.3; andwithin the general parameters customary in the banking industry;
(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(n) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);
(o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of NovaMed of New Albany securing after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e);
(p) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries (in their capacities as lessee) in the ordinary course of business;
(q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
(r) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
(s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;
(u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(v) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business;
(w) other Liens on assets securing Indebtedness outstanding in an aggregate principal amount not to exceed $10,000,000; provided however that no Liens on assets constituting Collateral shall be permitted under this clause q (w) to secure Indebtedness for borrowed money or reimbursement obligations under letters of Section 7.2.2credit of any Loan Party; and
(x) Liens arising under the WF Indemnification Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries other Loan Party to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand the execution or other enforcement of which is effectively stayed;
(eb) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, landlords and materialmen and landlords other similar Liens imposed by law and (ii) Liens incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been and the execution or other enforcement of which is effectively stayed;
(c) Liens described on Schedule 7.2 as of the Closing Date;
(d) subject to the limitation set aside forth in Section 7.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on its booksproperty at the time of the acquisition thereof by Borrower or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $750,000 arising in connection with court proceedings; provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings and such Person has established adequate reserves therefor in accordance with GAAP;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject theretoBorrower or any Subsidiary;
(jg) Liens in connection with Capitalized Lease Liabilities in arising under the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Loan Documents; and
(mh) Liens on the assets replacement, extension or renewal of NovaMed of New Albany securing the Indebtedness any Lien permitted by clause q (c) above upon or in the same property subject thereto arising out of Section 7.2.2the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof).
Appears in 2 contracts
Sources: Credit Agreement (Atlas Industries Holdings LLC), Credit Agreement (Atlas Industries Holdings LLC)
Liens. The Borrower will not, and will not permit any of its Subsidiaries (other than any Subject Subsidiary) to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of granted prior to the Obligations, granted pursuant Effective Date to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing secure payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(db) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
; (ec) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
; (d) encumbrances created by production sales contracts, joint operating agreements and other contracts entered into in the normal course of Borrower's business for exploration, development and/or operation of the Borrower's properties; (e) easements, servitudes and other rights of user which do not materially interfere with the use of such assets; (f) Liens (other minor burdens and defects of or in title which do not secure the payment of money, other than any Lien imposed by ERISAas described in clause (a); (g) those and only those lease burdens previously disclosed to the Lenders in writing and existing operating agreements, farmout agreements and other agreements and contractual obligations related to the Borrower's properties; (h) Liens incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
; (gi) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
; (hj) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of affecting the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent Subject Subsidiaries only securing Indebtedness permitted by subsection 7.2.2(f);
clause (o) of Section 7.2.2; (k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary Lien granted to Exxon Company, U.S.A. prior to the lessor under such leases;
Effective Date covering property described in Exhibit H; (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted cash collateral delivered pursuant to this Section 7.2.32.8.7; and
and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of granted pursuant to Section 7.2.24.9.
Appears in 2 contracts
Sources: Credit Agreement (Vintage Petroleum Inc), Credit Agreement (Vintage Petroleum Inc)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until Liens existing on the date of hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2property covered thereby is not increased;
(c) purchase money security interestsLiens for Taxes, assessments or governmental charges or levies not yet due or which are being contested in addition togood faith and by appropriate proceedings diligently conducted, and not in limitation of, if adequate reserves with respect thereto are maintained on the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part books of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently applicable Person in accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)GAAP;
(d) statutory Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings of landlords and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business for sums business, provided that such Liens secure only amounts not overdue or for more than sixty days or, if overdue for more than sixty days, are being diligently contested in good faith by appropriate proceedings and for which adequate reserves determined in accordance with GAAP shall have been set aside on its booksestablished;
(fe) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits or statutory trusts in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms social security legislation, other than any Lien imposed by ERISA that secures any amount in excess of governmental insurance or benefits, or the Threshold Amount;
(f) deposits to secure the performance of tendersbids, trade contracts, licenses and leases (other than Funded Indebtedness), statutory obligations, leases surety and contracts (appeal bonds, performance bonds and other than for borrowed money) entered into obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property of other than the Person which is subject theretoproperty financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(j) Liens leases or subleases granted to others not interfering in connection any material respect with Capitalized Lease Liabilities in the amount and to business of the extent permitted by subsection 7.2.2(f)Borrower or any Subsidiary;
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or of title of the a lessor under operating under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasespermitted by this Agreement;
(l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
(n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
(o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;
(p) Liens on property of Foreign Subsidiaries securing Foreign Subsidiary Indebtedness;
(q) Liens on property or assets acquired pursuant to a Target which exist Permitted Acquisition or any other Investment permitted by Section 8.02 (and the proceeds thereof) or on property or assets of a Subsidiary in existence at the time such Target becomes the subject of Subsidiary is acquired pursuant to a Permitted Acquisition and not created in contemplation thereof, provided that (i) such Liens do not at any time extend to any other property or assets and (ii) the aggregate outstanding principal amount of Indebtedness secured by such Liens shall not at any time exceed $25 million;
(r) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;
(s) Liens on cash or cash equivalents used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is not prohibited hereunder;
(t) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods;
(u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Subsidiaries in connection with an Investment permitted by Section 8.02;
(v) Liens on cash deposits securing any Swap Contracts provided that the aggregate amount of cash deposits subject to such Liens are otherwise permitted pursuant shall not exceed $10 million;
(w) Liens relating to this Section 7.2.3the financing of insurance premiums so long as such Liens do not encumber any property other than cash paid to any such insurance company in respect of such insurance;
(x) Liens on Equity Interests in Joint Ventures securing obligations of such Joint Venture; and
(my) Liens on (other than Liens described in the assets of NovaMed of New Albany foregoing clauses) securing obligations not exceeding $10 million in the Indebtedness permitted by clause q of Section 7.2.2aggregate outstanding at any time.
Appears in 2 contracts
Sources: Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/)
Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquiredacquired or agree to do any of the foregoing, except:other than the following (collectively, “Permitted Liens”):
(ai) Liens securing payment in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the Obligationsproperty that secured the Lien so extended, granted pursuant to renewed or replaced (plus any Loan Documentimprovements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof);
(bii) until the date Liens imposed by law, such as Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted carriers, warehousemen, mechanics, materialmen and described in clause (b) of Section 7.2.2;
(c) purchase money security interestslandlords, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its books(if so required);
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fiii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(giv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);
(vi) Liens in existence less than 30 securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the entry acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source;
(vii) with respect to which execution has been stayed any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesvalue thereof;
(hviii) Liens in existence on any leases, subleases, licenses or sublicenses granted by the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect Borrower or any of its Subsidiaries to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred third parties in the ordinary course of business which, and not interfering in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount Borrower and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or its Subsidiaries, and any Subsidiary or other interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement;
(ix) Liens created in connection with the lessor under operating leases Guaranty Fund; and
(x) other Liens securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2any time.
Appears in 2 contracts
Sources: Credit Agreement (Intercontinentalexchange Inc), Credit Agreement (Intercontinentalexchange 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 any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause clauses (b) and (e) of Section 7.2.2;
(c) purchase money security interests, in addition to, Liens granted prior to the Effective Date to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause (jc) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Section 7.2.2;
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence described on Item 7.2.3 ("Liens") of the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofDisclosure Schedule; and
(i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Lady Luck Gaming Corp), Credit Agreement (Isle of Capri Casinos Inc)
Liens. The Borrower No Credit Party will, nor will not, and will not it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:except for the following (“Permitted Liens”):
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described Closing Date which are disclosed in clause (b) of Section 7.2.2Schedule 8.3(b);
(c) purchase money security interests, Liens in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens favor of carriers, warehousemen, mechanics, materialmen and landlords incurred granted in the ordinary course of business for sums amounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fd) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases and contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or appeal performance bonds;
(ge) judgment Liens in existence for less than 30 sixty (60) days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiescompanies and which do not otherwise result in an Event of Default under Section 9.1(f);
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(if) easements, rights-of-way, restrictions zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached;
(g) Liens for Taxes not yet due and payable or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(h) purchase money security interests in real property, improvements thereto, equipment or other assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary Guarantor; provided that (i) such security interests secure Indebtedness permitted by Section 8.2(e) or Section 8.2(j), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within two hundred seventy (270) days after such acquisition (or construction) (or in the case of the first or any successive extensions, renewals or refinancings of the underlying Indebtedness, such security interests are incurred and the security is created within thirty (30) days after the incurrence of such new Indebtedness), (iii) the Indebtedness secured thereby does not exceed the cost of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries as lessees in the ordinary course of business which, in and covering only the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoassets so leased;
(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)importation of goods;
(k) Liens on property leased arising solely by the Borrower virtue of any statutory or any Subsidiary common law provision relating to bankers’ liens, rights of set-off or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasessimilar rights;
(l) Liens on property the cash collateralization of a Target which exist at the time such Target becomes the subject any letter of a Permitted Acquisition to the extent such Liens are otherwise permitted credit obligations incurred pursuant to this Section 7.2.38.2(m) in an amount not to exceed 105% of the face amount thereof; and
(m) other Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2and other obligations in an aggregate outstanding principal amount not to exceed $1,500,000.
Appears in 2 contracts
Sources: Credit Agreement (Heartflow, Inc.), Credit Agreement (Heartflow, Inc.)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted created pursuant to any Loan Document;
(b) until Liens existing on the date of Closing Date listed on Schedule 7.01(b) to the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2Original Credit Agreement;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges that are not overdue for a period of more than thirty (30) days or levies not at the time delinquent or thereafter payable without penalty or that are being diligently contested in good faith and by appropriate proceedings and actions for which adequate appropriate reserves have been established in accordance with GAAP shall have been set aside on its booksGAAP;
(ed) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen and landlords incurred materialmen, repairmen, construction contractors or other like Liens, so long as, in each case, such Liens arise in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksbusiness;
(fe) Liens (other than any Lien imposed by ERISAi) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases social security legislation and contracts (other than for borrowed moneyii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary;
(f) deposits to secure obligations on surety or the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business whichand minor title defects affecting real property that, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property Borrower and its Restricted Subsidiaries and any title exceptions referred to in Schedule B to the applicable Mortgage Policies;
(h) Liens arising from judgments or orders for the payment of money not constituting an Event of Default under Section 8.01(g);
(i) (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (A) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the Person which is acquisition, construction, repair, replacement or improvement (as applicable) of the property subject theretoto such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits and (C) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and proceeds and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on assets of Restricted Subsidiaries that are Non-Loan Parties securing Indebtedness of such Restricted Subsidiaries permitted pursuant to Section 7.03(n);
(j) Liens in connection with Capitalized Lease Liabilities leases, licenses, subleases or sublicenses granted to others in the amount ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower and to the extent permitted by subsection 7.2.2(f)its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;
(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry;
(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(j) or Section 7.02(o) to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05;
(n) Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness of such Restricted Subsidiary permitted pursuant to Section 7.03(b), Section 7.03(g), Section 7.03(aa), Section 7.03(n), Section 7.03(u) or the first paragraph of Section 7.03;
(o) Liens in favor of a Loan Party securing Indebtedness permitted under Section 7.03(d);
(p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e) or (aa);
(q) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes;
(t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
(u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
(i) Liens on the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) or (aa) in connection with such Permitted Acquisition and (ii) Liens on the assets of such Restricted Subsidiary and any of its Subsidiaries to secure Indebtedness (or to secure a Guarantee of such Indebtedness) incurred pursuant to Section 7.03(g) or (aa) in connection with such Permitted Acquisition;
(w) ground leases in respect of real property on which facilities owned or leased by the Borrower or any Subsidiary of its Subsidiaries are located;
(x) Liens arising from precautionary Uniform Commercial Code financing statement or other interest or title similar filings;
(y) Liens on insurance policies and the proceeds thereof securing the financing of the lessor premiums with respect thereto;
(z) Liens securing Indebtedness and other obligations under operating leases securing obligations the ABL Facilities and ABL Facility Documentation (or any Permitted Refinancing in respect thereof); provided such Liens are subject to the ABL Intercreditor Agreement (or, in the case of any Permitted Refinancing thereof, another intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained in the ABL Intercreditor Agreement);
(aa) [Reserved];
(bb) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or such Subsidiary to the lessor under such leasesand its Restricted Subsidiaries, taken as a whole;
(lcc) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;
(dd) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i), (p), (v) or (ff) of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and otherwise permitted to be secured under this Section 7.01, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;
(ee) other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of $200,000,000 and 1.60% of Total Assets, in each case determined as of the date of incurrence;
(ff) other Liens securing Indebtedness constituting Junior Secured Debt or other obligations in respect thereof; provided that the Secured Leverage Ratio for the Test Period immediately preceding such incurrence calculated on a Target which exist at the time pro forma basis for such Target becomes the subject of a Permitted Acquisition incurrence in accordance with Section 1.10 is less than or equal to the extent 4.50 to 1.0; (gg) Liens securing Indebtedness permitted by Section 7.03(cc) and other obligations in respect thereof; provided that such Liens are otherwise permitted pursuant subject to this Section 7.2.3the Intercreditor Agreements; and
(mhh) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.7.03(dd) and other obligations in respect thereof; provided that such Liens are subject to the ABL Intercreditor Agreement; and
Appears in 2 contracts
Sources: Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc)
Liens. The Borrower will Borrowers shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume create or suffer to exist have outstanding any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment arising solely by operation of the Obligations, granted pursuant to any Loan Documentlaw;
(b) until the date Liens in respect of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described overdue amounts not constituting Debt which either (A) have not been overdue for more than thirty (30) days or (B) are being contested in clause (b) of Section 7.2.2good faith;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities Liens securing (x) up to $500,000,000 of Debt described in clause (jii) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost definition of acquiring such property; provided that (i) any such Lien attaches to such property concurrently Permitted Debt, which may be secured on a basis pari passu with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transactionobligations under this Agreement, and (iiiy) the principal amount Debt described in clauses (iv) or (viii) of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount definition of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Permitted Debt;
(d) Liens for taxes, assessments arising out of title retention or other governmental charges like provisions in relation to the acquisition of goods or levies not at the time delinquent equipment relating only to such goods or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksequipment;
(e) Liens on deposits to secure, or any Lien otherwise securing, the performance of carriersbids, warehousemencontracts (other than for borrowed money or commodity hedging obligations and Hedging Obligations), mechanicsleases, materialmen statutory obligations, surety bonds, appeal bonds, performance bonds, reimbursement or indemnity obligations arising out of surety, performance, or other similar bonds, and landlords incurred in the ordinary course other obligations of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksa like nature;
(f) Liens granted over any asset which is acquired, constructed, created or improved by the Company or a Restricted Subsidiary, but only if (other than x) such Lien secures only principal amounts (not exceeding the cost of such acquisition, construction or creation) raised for the purposes of such acquisition, construction or creation, together with any Lien imposed by ERISA) costs, expenses, interest and fees incurred in relation thereto or a guarantee given in respect thereof (including amounts constituting Attributable Debt in respect of sale leaseback transactions, Capital Lease Obligations and Synthetic Lease Obligations), (y) such Lien is created or arises on or before ninety (90) days after the ordinary course completion of business in connection with workmen’s compensationsuch acquisition, unemployment insurance construction, creation or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts improvement (other than for borrowed money) entered into provided that in the ordinary course case of business tax exempt financing, such time limitation shall not apply) and (z) such Lien is confined solely to the property so acquired, constructed, created or to secure obligations on surety or appeal bondsimproved;
(g) judgment Liens (x) outstanding on or over any asset acquired after the Closing Date, (y) in existence at the date of such acquisition but not incurred in contemplation of such acquisition (including, without limitation, existing Liens on the category of the asset acquired which automatically attach upon such acquisition) and (z) where neither the Company nor any Restricted Subsidiary takes any step to increase the principal amount secured thereby from that so secured and outstanding at the time of such acquisition (it being agreed that, in the case of a fluctuating balance facility, the Liens permitted hereunder will include Liens in existence less than 30 days after at the entry thereof or with respect to which execution has been stayed or time of the payment acquisition securing amounts later drawn on unfunded commitments existing at the time of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesacquisition);
(h) Liens on cash and Cash Equivalents (a) deposited by the Company or any of the Restricted Subsidiaries in existence margin accounts with or on behalf of futures contract brokers or paid over to other counterparties or (b) pledged or deposited as collateral to a contract counterparty or issuer of surety bonds or issuer of letters of credit by the Sixth Amended Company or any of the Restricted Subsidiaries, in each case to secure obligations with respect to (x) Commodity Agreements and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and(y) Hedging Agreements;
(i) easements, rights-of-way, restrictions Liens on assets of REMA and other similar encumbrances its Subsidiaries securing Debt of REMA and its Subsidiaries permitted to be incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value pursuant to clause (x) of the property subject thereto or interfere with the ordinary conduct definition of the business of the property of the Person which is subject theretoPermitted Debt;
(j) Liens in connection with Capitalized Lease Liabilities favor of a plaintiff or defendant in any action before a court or tribunal as security for costs or expenses where such action is being prosecuted or defended in the amount and to bona fide interest of the extent permitted by subsection 7.2.2(f)Company or any of its Restricted Subsidiaries;
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases[reserved];
(l) Liens on the property of a Target which exist Person existing at the time such Target becomes Person is merged into or consolidated with, or acquired by, the subject Company or a Restricted Subsidiary and not incurred in contemplation with such merger, consolidation or acquisition (including, without limitation, Liens on a category of a Permitted Acquisition assets which may automatically attach to the extent assets in such Liens are otherwise permitted pursuant to this Section 7.2.3; andcategory acquired after such merger, consolidation or acquisition);
(m) Liens created pursuant to the Security Agreement, including Liens securing Eligible Commodity Hedging Obligations and Hedging Agreements;
(n) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation, or to secure the payment or performance of statutory or public obligations (including environmental, municipal and public utility commission obligations and requirements);
(o) Liens for Taxes not yet delinquent or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books and records of the Company or the Restricted Subsidiaries, as the case may be, in conformity with GAAP;
(p) Liens securing Project Finance Debt and Liens on Capital Stock of any Unrestricted Subsidiary;
(q) Liens arising under Section 9.343 of the Texas Uniform Commercial Code or similar statutes of states other than Texas;
(r) [reserved];
(s) Liens to secure any Debt permitted under this Agreement that refinances, extends, renews or replaces any secured Debt; provided, that: (a) the new Lien shall be limited to all or part of the same categories of property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Debt (plus improvements and accessions to, such property or proceeds or distributions thereof); and (b) the Debt secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount plus undrawn commitments of the Debt that is refinanced, extended, renewed or replaced (including any fees, interests and expenses capitalized thereon), (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancings, extension, renewal or replacement and (iii) any protective advances with respect to the property and assets that secure such Debt;
(t) financing statements (including precautionary statements) filed in connection with a Capital Lease Obligation, financing lease, Synthetic Lease Obligation or an operating lease, in each case, not prohibited hereunder; provided, that no such financing statement extends to, covers or refers to as collateral, any property or assets of NovaMed such Borrower or a Restricted Subsidiary, other than the property or assets which are subject to such Capital Lease Obligation, financing lease, Synthetic Lease Obligation, or operating lease;
(u) banker's liens, rights of New Albany set off or similar rights, contractual rights of setoff or netting arrangements and similar rights with respect to deposit accounts, commodity accounts and/or securities accounts;
(v) Liens granted in favor of a commercial counterparty or system operator pursuant to a netting agreement or right of setoff, which Liens encumber rights under agreements and tariffs that are subject to such netting agreement or right of setoff and which Liens secure such Person's obligations to such counterparty or system operator under such netting agreement or right of setoff; provided, that such Liens, when granted, do not secure obligations which are past due;
(w) Liens in favor of such Borrower, any other Loan Party or any member of the NRG Parent Group;
(x) Liens on cash deposited, escrowed or entrusted in connection with the defeasance or discharge of any Debt; provided that such defeasance or discharge is not otherwise prohibited under this Agreement;
(y) Liens on cash and Cash Equivalents not exceeding $150,000,000 in the aggregate pledged or deposited as collateral to an issuer of letters of credit by the Company or any of the Restricted Subsidiaries, in each case to secure obligations with respect to such letters of credit; and
(z) Liens securing Debt or other obligations that do not exceed $50,000,000 in the Indebtedness permitted by clause q of Section 7.2.2aggregate at any one time outstanding.
Appears in 2 contracts
Sources: Revolving Credit Agreement (NRG Energy, Inc.), Revolving Credit Agreement (Genon Americas Generation LLC)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause (bd) of Section 7.2.27.2.2 (and securing only those assets that are the subject of such Capitalized Lease Liabilities);
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ed) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue for a period of not more than 60 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fe) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(gf) judgment Liens in existence less than 30 days on the date hereof listed on Item 7.2.4(f) (Existing Liens) of the Disclosure Schedule, and replacement Liens securing any Refinanced Indebtedness permitted by clause (g) of Section 7.2.2 or any Refinanced Guarantee Obligation permitted by clause (a) of Section 7.2.3, provided that no such Lien (or replacement Lien) is spread to cover any additional property or assets after the entry thereof Closing Date and that the amount of Indebtedness or Guarantee Obligations (or Refinanced Indebtedness or Refinanced Guarantee Obligations) secured thereby is not increased;
(g) Liens securing Indebtedness of Subsidiaries of the Borrower permitted by clause (d) of Section 7.2.2 incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with respect to which execution has been stayed the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the payment property financed by such Indebtedness, (iii) the amount of which Indebtedness secured thereby is bonded or covered in full not increased and (subject to a customary deductibleiv) the principal amount of Indebtedness secured by insurance maintained with responsible insurance companiesany such Lien shall at no time exceed 100% of the original purchase price of such property at the time it was acquired;
(h) Liens in existence on the Sixth Amended property or assets of a Person which becomes or is merged with or into a Subsidiary of the Borrower after the date hereof securing Indebtedness permitted by clause (h) of Section 7.2.2, provided that (A) such Liens existed at the time such Person became or was merged with or into a Subsidiary and Restated Effective Date were not created in anticipation thereof, (B) any such Lien is not spread to cover any property or assets of such Person after the time such Person becomes or is merged with or into a Subsidiary, and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and(C) the amount of Indebtedness secured thereby is not increased;
(i) Liens (not otherwise permitted hereunder) on assets of the Subsidiary Guarantors which secure obligations not exceeding $5,000,000 in aggregate amount at any time outstanding and Liens (not otherwise permitted hereunder) on assets of the Foreign Subsidiaries and ▇▇▇▇▇▇▇ securing Indebtedness permitted by clause (f)(ii) of Section 7.2.2;
(j) Liens on Sold Receivables created pursuant to the Receivables Purchase Documents;
(k) easements, rights-of-rights of way, restrictions and other similar charges or encumbrances incurred in the ordinary course of business which, in the aggregate, which do not materially detract from the value of the property subject thereto secure any obligations or interfere in any material respect with the ordinary conduct of the business of the property of Borrower and its Subsidiaries or the Person which is subject thereto;
(j) Liens Revolving Credit Borrowers and their respective Subsidiaries, in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leaseseach case taken as a whole;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted any Lien arising pursuant to this Section 7.2.3any order of attachment, distraint or other legal process arising in connection with court or arbitration proceedings so long as the execution or other enforcement thereof is effectively stayed, the claims secured thereby are being contested in good faith by appropriate proceedings, adequate reserves have been established with respect to such claims in accordance with GAAP and no Default would occur as a result thereof; and
(m) Liens on arising under licensing agreements entered into by any Subsidiary of the Borrower in the ordinary course of business for the use of Intellectual Property or other intangible assets of NovaMed such Subsidiary, and settlements, permissions, consents to use, and other similar agreements concerning Intellectual Property or judgements adjudicating rights in Intellectual Property; provided, however, that none of New Albany securing the Indebtedness Liens permitted by clause q clauses (i) or (j) of this Section 7.2.27.2.4 shall encumber any Collateral or subject any Collateral to the terms thereof.
Appears in 2 contracts
Sources: Term Loan Agreement (Specialty Foods Corp), Term Loan Agreement (Specialty Foods Acquisition Corp)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume assume, suffer or suffer permit to exist any Lien upon of any nature whatsoever on any of its property, revenues or assets, whether ownership interests or Equity Securities, now owned or hereafter acquiredowned, except:other than the following (collectively, the “Permitted Liens”):
(a) Liens securing the payment of taxes, assessments or government charges or levies either not yet due or the Obligationsvalidity of which is being contested in good faith by appropriate proceedings, granted pursuant and as to any Loan Documentwhich it shall have set aside on its books adequate reserves;
(b) until deposits under workers’ compensation, unemployment’ insurance and social security laws, or to secure the date performance of bids, tenders, contracts (other than for the initial Borrowing; Liens securing payment repayment of Indebtedness of the type permitted and described in clause (bborrowed money) of Section 7.2.2;
(c) purchase money security interestsor leases, in addition toor to secure statutory obligations or surety or appeal bonds, and not in limitation ofor to secure indemnity, the Capitalized Lease Liabilities described in clause (j) hereofperformance or other similar bonds, on any property acquired or held by any Subsidiary all arising in the ordinary course of business, securing Indebtedness incurred or assumed for ;
(c) Liens existing on the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, date hereof and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)described on Schedule 7.02 attached hereto;
(d) Liens for taxesagainst the Borrowers imposed by law, assessments such as vendors’, carriers’, lessors’, warehouser’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested mechanics’ liens, incurred in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe ordinary course of business;
(e) Liens arising out of carriersa prejudgment attachment or a judgment or award against each Borrower with respect to which it shall currently be prosecuting an appeal, warehousemena stay of execution pending such appeal having been secured, mechanicsexcept any such Lien arising in connection with a judgment, materialmen and landlords incurred in the ordinary course attachment or proceeding which gives rise to an Event of business for sums not overdue Default under paragraph (k) or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books(1) of Article VIII;
(f) Liens (other than any Lien imposed by ERISA) incurred in favor of Collateral Agent and Lenders securing the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or Obligations pursuant to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsSecurity Documents;
(g) judgment Liens against Borrowers arising under or securing Capital Leases and purchase money Liens securing Indebtedness described in existence less and permitted by Section 7.01(f), provided, however, that (i) such Liens on assets of Borrowers shall be no greater than 30 days after $5,000,000 for each individual asset and no greater than $10,000,000 in the entry thereof aggregate, and (ii) such Liens shall be confined to the assets which are acquired by Borrowers pursuant to such Capital Leases or with respect to which execution has been stayed or the payment of which is bonded or covered assets acquired in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;such permitted purchase money financing; and
(h) Liens zoning ordinances, restrictions, easements and minor irregularities in existence on title which do not and will not interfere with the Sixth Amended occupation, use and Restated Effective Date enjoyment by either Borrower of the properties and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred assets subject thereto in the ordinary normal course of its business which, in the aggregate, do not as presently conducted or materially detract from impair the value of such properties and assets for the property subject thereto or interfere with the ordinary conduct purpose of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2business.
Appears in 2 contracts
Sources: Credit Agreement (Coconut Palm Acquisition Corp.), Credit Agreement (Coconut Palm Acquisition Corp.)
Liens. The Borrower will notIncur, and will not create or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon Lien, charge or other encumbrance of any of its property, revenues nature whatsoever with respect to (a) any property or assets, whether assets now owned or hereafter acquiredacquired by any Borrower, except:any Guarantor or any Subsidiary or (b) any Financed Aircraft, other than
(ai) Liens securing payment created under the Security Instruments in favor of the Obligations, granted pursuant Agent and the Lenders; and Liens arising under the Eligible Leases in favor of the Applicable Intermediary (as lessor) or the Applicable Borrower which Liens in each case have been assigned to any Loan Documentthe Agent;
(bii) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described set forth in clause (b) of Section 7.2.2Schedule 6.7;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured Liens imposed by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens law for taxes, assessments or other governmental charges of any Governmental Authority for claims not yet due or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings and for diligently conducted, each of which adequate reserves in accordance with GAAP Liens shall have been set aside on its booksbe fully bonded over, to the reasonable satisfaction of the Agent;
(eiv) statutory Liens of carriers, warehousemen, landlords and Liens of mechanics, materialmen and landlords incurred other Liens imposed by law or created in the ordinary course of business and (i) in existence less than 90 days from the date of creation thereof for sums amounts not overdue yet due or (ii) which are being diligently contested in good faith by appropriate proceedings diligently conducted, which are inferior in respect of the Collateral to the Liens conferred under the Security Instruments or have been fully bonded over to the reasonable satisfaction of the Agent, and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been set aside on its booksGAAP;
(fv) Liens (other than arising out of any Lien imposed judgment or award with respect to which an appeal or proceeding for review is being prosecuted in good faith by ERISA) incurred appropriate proceedings diligently conducted, and with respect to which a stay of execution is in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondseffect;
(gvi) judgment Liens in existence less than created by the Applicable Carrier under an Eligible Lease, which Liens are created without the knowledge of the Applicable Borrower and are released or fully bonded over to the reasonable satisfaction of the Agent within 30 days after the entry thereof Applicable Borrower has notice or with respect to which execution has been stayed or the payment knowledge of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofsuch Lien; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(jvii) Liens securing Indebtedness described in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(fSection 8.5(b);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 2 contracts
Sources: Credit Agreement (Unicapital Corp), Credit Agreement (Unicapital Corp)
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 any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens existing on the Closing Date and identified in Item 7.2.2(b) ("Ongoing Liens") of the Disclosure Schedule and extensions and renewals thereof; provided that no such extension or renewal shall increase the obligations secured by such Lien, extend such Lien to additional assets or otherwise result in a Default hereunder;
(b) Liens securing payment of the Obligations, Obligations or any obligation under any Rate Protection Agreement granted pursuant to any Loan Document;
(bc) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen repairmen, materialmen, contractors, laborers and landlords or other like Liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, bids, statutory or regulatory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or a letter of credit or (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) companies and Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3less than 30 days, but without giving effect which Liens secure any such bond or reimbursement obligation with respect to any extensions or renewals thereof; andsuch letter of credit;
(i) Liens with respect to minor imperfections of title and easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value or materially impair the use by the Borrower or any such Restricted Subsidiary in the ordinary course of their business of the property subject thereto thereto; (ii) in the case of any property covered by a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by the Agents insuring the Mortgage; and (iii) in the case of any property covered by a Mortgage, upon certification by the Borrower that an easement, right-of-way, restriction, reservation, permit, servitude or interfere with other similar encumbrance granted or to be granted by the Borrower or any such Restricted Subsidiary does not materially detract from the value of or materially impair the use by the Borrower or such Restricted Subsidiary in the ordinary conduct course of the its business of the property subject to or to be subject to such encumbrance, the Administrative Agent shall execute such documents as are reasonably requested to subordinate its Mortgage to such encumbrance;
(i) leases or subleases granted by the Borrower or any of its Restricted Subsidiaries to any other Person in the Person which is subject theretoordinary course of business;
(j) Liens in connection with Capitalized Lease Liabilities the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 7.2.2, in each case in favor of the amount trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the extent permitted by subsection 7.2.2(f)terms thereof;
(k) Liens on property leased by of sellers of goods to the Borrower or any Subsidiary or other interest or title and its Restricted Subsidiaries arising under Article 2 of the lessor under operating leases UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing obligations of only the Borrower or unpaid purchase price for such Subsidiary to the lessor under such leasesgoods and related expenses;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 2 contracts
Sources: Credit Agreement (Charles River Laboratories Holdings Inc), Credit Agreement (Charles River Laboratories Inc)
Liens. The Borrower Each Obligor will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its propertyProperties, revenues assets or assetsrevenues, whether now owned or hereafter acquired, except:or assign any account or other right to receive income, other than the following (collectively, “Permitted Liens”):
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted hereof and described in clause (b) of Section 7.2.2;
(c) purchase money security interestslisted on Schedule 10.2.2 and any renewals or extensions thereof, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches no additional property is added to such property concurrently with or within 20 days after the acquisition thereofProperty covered thereby, (ii) such Lien attaches solely to the property so acquired in such transactionamount secured or benefited thereby is not increased, and (iii) the principal amount of the Indebtedness which direct or any contingent obligor with respect thereto is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)changed;
(dc) Liens for taxes, assessments Taxes not yet due or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its booksare being maintained by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;
(ed) Liens of landlords’, carriers’, warehousemen’s, mechanics’, materialmen and landlords incurred materialmen’s, repairmen’s, lessor’s or other like Liens, in each case arising in the ordinary course Ordinary Course of business for sums Business which are not overdue for a period of more than 30 days or which are being diligently contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its booksare being maintained by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;
(fe) Liens pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or security deductibles, self-insurance, insurance premiums, co-payment, co-insurance, retentions and similar obligations (other than any Lien imposed by ERISA);
(f) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or deposits to secure the performance of tendersbids, trade contracts and leases (other than Debt in respect of Capitalized Leases and Synthetic Lease Obligations), statutory obligations, leases surety and contracts (appeal bonds, performance bonds and other than for borrowed money) entered into obligations of a like nature, in each case incurred in the ordinary course Ordinary Course of business or to secure obligations on surety or appeal bondsBusiness;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) terms, conditions, exceptions, limitations, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar encumbrances incurred charges or encumbrances, minor right-of-way gaps and minor title deficiencies on or with respect to any real property, in the ordinary course of business whicheach case, whether now or hereafter in existence, that do not secure any monetary obligations and would not, individually or in the aggregate, do not be reasonably expected to materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property Borrowers and their Restricted Subsidiaries, taken as a whole, or materially detract from the use of the Person property which they affect, and for the purposes of this Agreement, any minor title deficiency shall include, but not be limited to, terms, conditions, exceptions, limitations, easements, rights-of-way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way on, over or in respect of any of the properties of any Obligor that are customarily granted or permitted to exist in the oil and gas industry; provided, however, that such deficiencies, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrowers and their Restricted Subsidiaries, taken as a whole, and do not materially detract from the use of the property which they affect and (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than an Obligor or any Restricted Subsidiary) on property over which an Obligor or any Restricted Subsidiary of an Obligor has easement rights or on any leased property with respect to which an Obligor or a Restricted Subsidiary is subject the tenant and subordination or similar arrangements relating thereto;
(jh) Liens securing judgments for the payment of money not constituting an Event of Default under Section 12.1(g); and
(i) Liens securing Debt permitted under Section 10.2.1(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Debt, (ii) the Debt secured thereby does not exceed the purchase price or cost of the property being acquired on the date of acquisition and (iii) such Liens do not at any time encumber any assets included in the Borrowing Base;
(i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies, or under general depository or brokerage agreements, and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institution or brokerage and (ii) possessory Liens in favor of brokers and dealers arising in connection with Capitalized Lease Liabilities the acquisition or disposition of Investments owned as of the Closing Date and Investments permitted under this Agreement, provided that such Liens (A) attach only to such Investments and (B) secure only obligations arising in connection with the amount acquisition or disposition of such Investments and to the extent permitted by subsection 7.2.2(f)not any obligation in connection with margin financing;
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under arising from precautionary UCC financing statements relating to operating leases securing obligations and other contractual arrangements entered into in the Ordinary Course of Business that describe only the Borrower property subject to such operating lease or such Subsidiary to the lessor under such leasescontractual arrangement;
(l) Liens arising from cash collateralization of Hedging Agreements permitted under Section 10.2.14 in an aggregate amount of up to $5,000,000 at any time outstanding;
(m) rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process;
(n) rights reserved to or vested by law in any Governmental Authority to in any manner, control or regulate in any manner any of the properties of any Obligor or any of its Restricted Subsidiaries or the use thereof or the rights and interest of any Obligor or any of its Restricted Subsidiaries therein, in any manner under any and all laws;
(o) Liens existing on property any Property or asset (other than Accounts or Inventory) of any Person (other than an Unrestricted Subsidiary) prior to the acquisition of such Property or asset by any Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries) or existing on any Property or asset of any Person (other than an Unrestricted Subsidiary) that becomes a Target which exist at Restricted Subsidiary after the Closing Date prior to the time such Target Person becomes a Restricted Subsidiary; provided that (i) such Liens are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or an Unrestricted Subsidiary becoming a Restricted Subsidiary), as applicable, (ii) such Liens shall not apply to any other Property or assets of any Borrower or any of its other Subsidiaries (other than Unrestricted Subsidiaries), (iii) such Liens shall secure only those obligations which it secures on the subject date of such acquisition or the date such Person becomes a Restricted Subsidiary, as applicable, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof and (iv) the Debt secured by such Lien is Debt permitted under Section 10.2.1(j) hereof;
(p) Liens arising in connection with Permitted Sale/Leaseback Transactions;
(q) Liens securing insurance premium financing under customary terms and conditions in respect of insurance policies, provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto;
(r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business;
(s) Liens consisting of an agreement to transfer any property (other than with respect to a transfers resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding) that is permitted under this Agreement;
(t) leases, subleases, space leases, licenses or sublicenses, in each case, in the Ordinary Course of Business and which do not interfere in any material respect with the business of any Obligor or any Restricted Subsidiary;
(u) [reserved];
(v) Liens solely on Secured Notes Collateral securing Debt permitted by Section 10.2.1(g);
(w) [reserved];
(x) Liens on Excluded Property (except to the extent securing Debt permitted by Section 10.2.1(g));
(y) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(z) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, provided that the aggregate balance of all such deposits not exceeding $5,000,000 when taken together with amounts under clause (aa) below, made by a Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof); and
(aa) Liens on cash collateral deposited into any escrow account issued in connection with any Permitted Acquisition pursuant to customary escrow arrangements reasonably satisfactory to Administrative Agent to the extent such cash collateral represents the proceeds of financing and additional amounts to pay accrued interest on and/or the redemption price of the financing, provided that the aggregate amount of such Liens are otherwise permitted pursuant to shall not exceed $5,000,000 when taken together with amounts under clause (z) above. provided, nothing in this Section 7.2.3; and
(m) Liens on the assets 10.2.2 shall in and of NovaMed of New Albany securing the Indebtedness permitted itself constitute or be deemed to constitute an agreement or acknowledgment by clause q of Section 7.2.2Administrative Agent or any Lender that any Debt subject to or secured by any Lien, right or other interest ranks senior in priority to any Obligation.
Appears in 2 contracts
Sources: Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP)
Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquiredacquired or agree to do any of the foregoing, except:other than the following (collectively, “Permitted Liens”):
(ai) Liens securing payment in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the Obligationsproperty that secured the Lien so extended, granted pursuant to renewed or replaced (plus any Loan Documentimprovements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof);
(bii) until the date Liens imposed by law, such as Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted carriers, warehousemen, mechanics, materialmen and described in clause (b) of Section 7.2.2;
(c) purchase money security interestslandlords, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its books(if so required);
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fiii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(giv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);
(v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);
(vi) Liens in existence less than 30 securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the entry acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source;
(vii) with respect to which execution has been stayed any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesvalue thereof;
(hviii) Liens in existence on any leases, subleases, licenses or sublicenses granted by the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect Borrower or any of its Subsidiaries to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred third parties in the ordinary course of business which, and not interfering in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount Borrower and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or its Subsidiaries, and any Subsidiary or other interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement;
(ix) Liens created in connection with the lessor under operating leases Guaranty Fund; and
(x) other Liens securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist and its Subsidiaries not exceeding $20,000,000 in aggregate principal amount outstanding at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2any time.
Appears in 2 contracts
Sources: Credit Agreement (Intercontinentalexchange Inc), Credit Agreement (Intercontinentalexchange Inc)
Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted (x) pursuant to any Loan DocumentDocument and (y) in connection with any cash collateralization obligations arising under the Existing Credit Agreement;
(b) until Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the date books of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described applicable Person in clause (b) of Section 7.2.2accordance with GAAP;
(c) purchase money security interestscarriers’, in addition towarehousemen’s, and not in limitation ofmechanics’, the Capitalized Lease Liabilities described in clause (j) hereofmaterialmen’s, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments repairmen’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) like Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums which are not overdue for a period of more than 30 days or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves in accordance with GAAP shall have been set aside respect thereto are maintained on its booksthe books of the applicable Person;
(fd) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA;
(e) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases and contracts surety bonds (other than for borrowed money) entered into bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business business;
(f) any right which any municipal or governmental body or agency may have by virtue of any franchise, license, contract or status to purchase or designate a purchaser of, or order the sale of, any property of the Borrower or a Subsidiary upon payment of reasonable compensation therefor or to secure obligations on surety terminate any franchise, license or appeal bondsother rights or to regulate the property and business of the Borrower or a Subsidiary;
(g) judgment Liens any Liens, neither assumed by the Borrower or a Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in existence less than 30 days after or relating to real estate acquired by the entry thereof Borrower or with respect to which execution has been stayed a Subsidiary for sub-station, measuring station, regulating station, gas purification station, compressor station, transmission line, distribution line or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesright-of-way purposes;
(h) Liens easements or reservations in existence on any property of the Sixth Amended Borrower or a Subsidiary for the purpose of roads, pipe lines, gas transmission and Restated Effective Date distribution lines, electric light and listed on Schedule 7.2.3power transmission and distribution lines, but without giving effect to any extensions water mains and other like purposes, and zoning ordinances, regulations and restrictions which do not impair the use of such property in the operation of the business of the Borrower or renewals thereof; anda Subsidiary;
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoBorrower and its Subsidiaries taken as a whole;
(j) Liens in connection with Capitalized Lease Liabilities in securing judgments for the amount and payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to the extent permitted by subsection 7.2.2(f)such judgments;
(k) (i) Liens on securing Indebtedness in respect of Capital Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, provided that (A) such Liens do not at any time encumber any property leased other than the property financed by such Indebtedness other than with respect to improvements and accessions to the Borrower or any Subsidiary or other interest or title subject assets and proceeds and products thereof, (B) the Indebtedness secured thereby does not exceed the cost of the lessor under operating leases property being acquired on the date of acquisition, and (C) such Liens attach to such property concurrently with or within 180 days after the acquisition thereof, and (ii) Liens securing obligations any refinancing (including successive refinancings) of such Indebtedness, provided that such Liens do not extend to additional property and the amount of the Indebtedness is not increased (except by an amount not to exceed fees, premiums and interest relating to such refinancing); provided further that the principal amount of the Indebtedness secured by ▇▇▇▇▇ permitted by this clause (k) shall not in the aggregate at any time exceed 2.5% of the Total Capital of the Borrower or such Subsidiary to the lessor under such leasesand its Subsidiaries;
(l) Liens on property of a Target which exist Person existing at the time such Target becomes Person is merged with or into or consolidated with or acquired by the subject Borrower or any Subsidiary of a Permitted Acquisition to the extent Borrower; provided that such Liens are otherwise permitted pursuant were not granted in contemplation of, and were in existence prior to, such merger, consolidation or acquisition and do not extend to this Section 7.2.3; andany assets other than those of the Person merged into or consolidated with the Borrower or the Subsidiary that were encumbered prior to such merger, consolidation or acquisition;
(m) Liens on property existing at the assets time of NovaMed acquisition of New Albany the property by the Borrower or any Subsidiary of the Borrower; provided that such Liens were not granted in contemplation of, and were in existence prior to, the contemplation of such acquisition and no such Lien may encumber any other property of the Borrower or any Subsidiary;
(n) Liens incurred to refinance any Indebtedness of the Borrower or its Subsidiaries which has been secured by Liens otherwise permitted hereunder under clauses (l) and (m); provided that such Liens do not extend to any property other than the property securing the Indebtedness refinanced and the amount of the Indebtedness secured thereby is not increased (except by an amount not to exceed fees, premiums and interest relating to such refinancing);
(o) Liens on cash and cash equivalents granted pursuant to master netting agreements entered into in the ordinary course of business in connection with Swap Contracts; provided that (i) the transactions secured by such Liens are governed by standard International Swaps and Derivatives Association, Inc. documentation, and (ii) such Swap Contracts consist of derivative transactions contemplated to be settled in cash and not by physical delivery and are designed to minimize the risk of fluctuations in oil and gas prices with respect to the Borrower’s and its Subsidiaries’ operations in the ordinary course of its business;
(p) Liens pursuant to master netting agreements entered into in the ordinary course of business in connection with Swap Contracts, in each case pursuant to which the Borrower or a Subsidiary of the Borrower, as a party to such master netting agreement and as pledgor, pledges or otherwise transfers to the other party to such master netting agreement, as pledgee, in order to secure the Borrower’s or such Subsidiary’s obligations under such master netting agreement, a Lien upon and/or right of set off against, all right, title, and interest of the pledgor in any obligations of the pledgee owed to the pledgor, together with all accounts and general intangibles and payment intangibles in respect of such obligations and all dividends, interest, and other proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of the foregoing;
(q) Liens arising in the ordinary course of business under Oil and Gas Agreements to secure compliance with such agreements, provided that any such Lien referred to in this clause are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, and provided further that any such Lien referred to in this clause does not materially impair the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any Subsidiary or materially impair the value of such property subject thereto, and provided further that such Liens are limited to property that is the subject of the relevant Oil and Gas Agreement;
(r) bankers’ Liens, rights of setoff and other similar Liens existing with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any Subsidiary, in each case arising in the ordinary course of business in favor of the bank or banks with which such accounts are maintained; and
(s) Liens not otherwise permitted by this Section 7.01 securing Indebtedness or other obligations of the Borrower or its Subsidiaries, provided that the aggregate outstanding principal amount of all such Indebtedness or other obligations by such Liens permitted by this clause q (s) does not at any time exceed 5.0% of Section 7.2.2Consolidated Net Tangible Assets.
Appears in 1 contract
Sources: Credit Agreement (ONE Gas, Inc.)
Liens. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, permit to exist, create, assume or incur, assume directly or suffer to exist indirectly (which shall include, without limitation, any Lien upon on the Equity Interests of an Unrestricted Subsidiary directly owned by the Borrower or such Restricted Subsidiary), any of Lien, on its property, revenues properties or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment created under the ABL Loan Documents, which Liens (other than those on the UK Borrower Collateral) shall be subject to the terms of the Obligations, granted pursuant to any Loan DocumentTerm/ABL Intercreditor Agreement;
(b) until Liens for Taxes, assessments or governmental charges not then due and delinquent or the date nonpayment of the initial Borrowing; Liens securing payment of Indebtedness of the type which is permitted by Section 6.07 and described for which adequate reserves have been maintained in clause (b) of Section 7.2.2accordance with GAAP;
(c) purchase Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not overdue by more than 30 days or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
(d) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution;
(e) any attachment or judgment Lien, unless the judgment it secures has not, within 60 days after the entry thereof, been discharged or execution thereof stayed pending appeal, or has not been discharged within 60 days after the expiration of any such stay;
(f) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money security interestsbonds, in addition tobids, trade contracts, leases, statutory or regulatory obligations and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other obligations of a like nature incurred in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(dg) Liens for taxes, assessments or other governmental charges or levies not at incidental to the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course conduct of business for sums not overdue or being diligently contested in good faith the ownership of properties and assets (whether arising by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed contract or by ERISAoperation of law) incurred in the ordinary course of business and not in connection with workmen’s compensationthe borrowing of money and that do not, unemployment insurance in the aggregate, materially impair the use of such property in the operation of the business of the Borrower and its Restricted Subsidiaries taken as a whole or the value of such property for the purposes of such business;
(h) encumbrances in the nature of leases, subleases, zoning restrictions, easements, rights of way, minor survey exceptions and other rights and restrictions of record on the use of real property and defects in title arising or incurred in the ordinary course of business, which, individually and in the aggregate, do not materially impair the use of such property or assets subject thereto in the business of the Borrower and its Restricted Subsidiaries taken as a whole;
(i) Liens resulting from extensions, renewals or replacements (so long as the same are permitted under this Agreement) of Liens permitted by paragraph (a), provided that (i) there is no increase in the principal amount or decrease in maturity of the Indebtedness secured thereby at the time of such extension, renewal or replacement other than as permitted under Section 7.02(b), and (ii) any new Lien attaches only to the same property theretofore subject to such earlier Lien;
(j) Liens (i) existing on property at the time of its acquisition by the Borrower or a Restricted Subsidiary and not created in contemplation thereof, regardless of whether the Indebtedness secured by such ▇▇▇▇ is assumed by the Borrower or a Subsidiary or (ii) existing on property of a Person at the time such Person is merged or consolidated with, or becomes a Restricted Subsidiary of, or substantially all of its assets are acquired by, the Borrower or a Restricted Subsidiary and not created in contemplation thereof; provided that, in the case of each of clauses (i) and (ii), such Liens do not extend to additional property of the Borrower or any Restricted Subsidiary and that the aggregate principal amount of Indebtedness secured by each such Lien does not exceed the fair market value of the property subject thereto;
(k) Liens arising out of Sale and Leaseback Transactions permitted by Section 7.16;
(l) Liens securing Indebtedness incurred pursuant to Section 7.02(p);
(m) Liens created under the Collateral Documents;
(n) Liens imposed by laws, such as carriers’, warehousemen’s, landlord’s, operators’, vendors’, suppliers’, workers’, materialmen’s, construction, carriers’, repairmen’s, mechanics’ or other forms of governmental insurance or benefitslike Liens, or to secure performance of tendersin each case, statutory obligations, leases and contracts (other than for borrowed money) entered into incurred in the ordinary course of business or incident to secure the exploration, development, operation and maintenance of oil and gas properties each of which is in respect of obligations on surety that are not overdue by more than 30 days or appeal bondswhich are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
(go) judgment Liens in existence less than 30 days after the entry thereof on pipelines or with respect to which execution has been stayed or the payment pipeline facilities that arise by operation of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companieslaw;
(hp) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and[Reserved];
(iq) easements, rights-of-way, restrictions and other similar encumbrances incurred [Reserved];
(r) contractual Liens which arise in the ordinary course of business whichunder operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the aggregateRelated Businesses and are for claims which are not overdue by more than 30 days or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, do if any such Lien referred to in this clause does not materially detract from impair the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any Restricted Subsidiary or materially impair the value of the such property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(js) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)[Reserved];
(kt) Liens on property leased by the Borrower created pursuant to Capital Leases or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary purchase money Indebtedness permitted pursuant to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent Section 7.02(f), if such Liens are otherwise permitted pursuant to this Section 7.2.3only in respect of property or assets subject to, and secured only by, the respective Capital Leases or purchase money Indebtedness; and
(mu) Liens on cash, Cash Equivalents or other property arising in connection with the assets defeasance, discharge or redemption of NovaMed Indebtedness within one year of New Albany securing maturity thereof. The Borrower will not, and will not permit any Restricted Subsidiary or Non-Recourse Pledgor to, permit to exist, create, assume or incur, directly or indirectly, any Lien for borrowed money or any consensual Liens of any type on the Indebtedness permitted Compressco Units owned by clause q of Section 7.2.2the Borrower, such Restricted Subsidiary or such Non-Recourse Pledgor other than as contemplated under this Agreement and the Collateral Documents.
Appears in 1 contract
Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon in, of or on the Property of the Borrower or any of its property, revenues or assets, whether now owned or hereafter acquiredSubsidiaries, except:
(a) Liens securing payment of for taxes, assessments or governmental charges or levies on its Property if the Obligationssame shall not at the time be delinquent or thereafter can be paid without penalty, granted pursuant to any Loan Documentor are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted imposed by law, such as carriers’, warehousemen’s and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, mechanics’ Liens and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens arising in the ordinary course of business, securing Indebtedness incurred business which secure the payment of obligations not more than sixty (60) days past due or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(c) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
(d) Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries;
(e) Liens of carriers, warehousemen, mechanics, materialmen existing on the Closing Date and landlords incurred described in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksSchedule 6.16 hereto;
(f) Liens (other than any Lien imposed by ERISA) incurred in favor of the ordinary course Administrative Agent, for the benefit of business in connection with workmen’s compensationthe Secured Parties, unemployment insurance or other forms of governmental insurance or benefits, or granted pursuant to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsSecurity Documents;
(g) judgment Liens Deposits of cash or securities with or on behalf of state insurance departments reflected in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesInsurance Subsidiaries’ Statutory Financial Statements;
(h) Deposits of cash or securities by the Borrower with Lloyd’s;
(i) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect assets subject to any extensions or renewals thereofcapital leases permitted under Section 6.11(d); and
(ij) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichLiens, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and addition to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or listed above, securing Indebtedness in an aggregate amount at any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2not exceeding $10,000,000.
Appears in 1 contract
Sources: Funds at Lloyd’s Letter of Credit Agreement (Navigators Group Inc)
Liens. The Borrower KIL will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, Obligations granted pursuant to any Loan DocumentDocument and Permitted Encumbrances;
(b) until the date of the initial Borrowing; Liens securing to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2;
(c) purchase money security interests, in addition to, Liens granted to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause clauses (jd) hereof, on any property or (f) of Section 7.2.2 and covering only those assets acquired or held by any Subsidiary in with the ordinary course proceeds of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness;
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent for more than 60 days or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred landlords, and other similar Liens arising in the ordinary course of business for sums not overdue for more than 60 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens (x) in existence less than 30 60 days after the entry thereof or (y) with respect to which execution has been stayed or (z) the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect granted by KIL or any of its Restricted Subsidiaries granted to any extensions holder of Indebtedness of KIL or renewals thereofsuch Restricted Subsidiary other than Subordinated Noteholders (or trustees or representatives of Subordinated Noteholders) to secure Indebtedness other than Subordinated Debt, consisting of a security interest in cash, Cash Equivalent Investments and/or marketable securities to secure obligations of KIL or such Restricted Subsidiaries which are incurred pursuant to clause (k) of Section 7.2.2; provided that, the Secured Parties hereby agree that (x) the Lien in such cash, Cash Equivalent Investments and/or marketable securities created by the Loan Documents shall be automatically subordinated to any Lien permitted under this clause in respect of the Indebtedness incurred under clause (k) of Section 7.2.2 and (y) they shall have no Lien on, prior to the Effective Date, a deposit of $125,000,000 and, on and after the Effective Date, a deposit of $200,000,000, in each case, cash, Cash Equivalent Investments and/or marketable securities deposited by KIL or such Restricted Subsidiary to secure KIL or such Restricted Subsidiary’s obligations to contribute equity capital under a certain joint venture agreement with respect to the Atlantis, The Palm resort development in Dubai, U.A.E.;
(i) easements, rights-of-way, restrictions and other Liens on deposits or similar encumbrances incurred payments made in connection with Investments permitted by Section 7.2.5 or the ordinary course acquisition of business which, in assets permitted by the aggregate, do terms of this Agreement; provided that the maximum aggregate amount of such deposits or similar payments shall not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoexceed $20,000,000;
(j) Liens incurred in connection with Capitalized Lease Liabilities the extension, renewal or refinancing of Indebtedness secured by the Liens described in clauses (b), (c) or (i) above; provided that any extension, renewal or replacement Lien shall (i) be limited to the property covered by the existing Lien and (ii) secure Indebtedness which is no greater in amount and have material terms no less favorable to the extent permitted Lenders than the Indebtedness secured by subsection 7.2.2(f);the existing Lien; and
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary Indebtedness permitted to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted be incurred pursuant to this Section 7.2.3; and
clause (mn) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 1 contract
Sources: Credit Agreement (Kerzner International Employment Services LTD)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Stock of any Person), revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date Liens existing as of the initial Borrowing; Liens securing payment of Indebtedness Effective Date and disclosed in Item 7.2.3(b) of the type permitted and Disclosure Schedule securing Indebtedness described in clause (b) of Section 7.2.2, and Refinancings of such Indebtedness; provided, that Liens granted to secure such Refinancings shall not encumber any additional collateral and the amount of Indebtedness secured by such Liens shall not be increased from that existing on the Effective Date;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ed) Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred granted in the ordinary course of business for sums amounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fe) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases and contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or appeal performance bonds;
(gf) judgment Liens in existence for less than 30 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiescompanies and which do not otherwise result in an Event of Default under Section 8.1.6;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(ig) easements, rights-of-way, restrictions zoning restrictions, minor defects or irregularities in title and other similar encumbrances incurred not interfering in any material respect with the value or use of the property to which such Lien is attached;
(h) Liens securing Indebtedness permitted by clause (f) of Section 7.2.2; provided, that such Liens existed prior to such Person becoming a Subsidiary, and were not created in anticipation thereof;
(i) any Lien arising out of the Refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by this Section; provided, that such Indebtedness is not increased and is not secured by any additional assets;
(j) Liens arising in the ordinary course of the business whichof the Borrower and its Subsidiaries which (i) do not secure Indebtedness or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $5,000,000 and (iii) do not in the aggregate, do not aggregate materially detract from the value of the property subject thereto or interfere with the ordinary conduct assets of the business of Borrower and its Subsidiaries, taken as a whole, or materially impair the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities use thereof in the amount and to the extent permitted by subsection 7.2.2(f)operation of their business;
(k) Liens on property leased (i) any asset of an Automobile Dealership securing floor plan indebtedness or (ii) any retail installment receivables of UnitedAuto Finance Inc. to be sold by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesit in a securitization transaction;
(l) Liens on property in favor of the Borrower securing Indebtedness owed by a Target which exist at Subsidiary to the time such Target becomes the subject of a Permitted Acquisition Borrower to the extent such Liens are otherwise permitted pursuant Indebtedness is evidenced by a promissory note pledged to this the Administrative Agent in accordance with clause (d)(i) of Section 7.2.3; and7.2.2;
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by under clause q (j) of Section 7.2.2; provided, that such Lien attaches only to such asset concurrently with or within 180 days after the acquisition thereof;
(n) Liens securing Indebtedness of the type permitted pursuant to clauses (g)(i) and (g)(ii) of Section 7.2.2 and set forth in Item 7.2.3(n) of the Disclosure Schedule; and
(o) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not securing Indebtedness that is prohibited by Section 7.2.2.
Appears in 1 contract
Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, revenues or assets, whether now owned or hereafter acquired, except:other than the following (“Permitted Liens”):
(a) Liens securing payment any Lien existing on property of the Obligations, granted pursuant to Borrower or any Loan DocumentSubsidiary on the Effective Date and set forth in Schedule 8.01 securing (i) Indebtedness (or commitments therefor) outstanding on the Effective Date and (ii) any Permitted Refinancing Indebtedness in respect of Indebtedness described in subclause (i);
(b) until the date of the initial Borrowing; Liens any Lien created under any Loan Document, any Lien securing payment of Indebtedness of the type any Swap Contract permitted hereunder and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary Lien securing a Cash Management Agreement entered into in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(dc) Liens for taxes, fees, assessments or other governmental charges which are not delinquent for more than 90 days or levies not at the time delinquent or thereafter remain payable without penalty penalty, or being diligently contested in good faith if and to the extent that non-payment thereof is permitted by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have Section 7.07; provided that no notice of lien has been set aside on its booksfiled or recorded under the Code;
(ed) Liens of carriers’, warehousemen’s, mechanics’, materialmen and landlords incurred landlords’, materialmen’s, repairmen’s or other similar Liens arising in the ordinary course of business for sums which are not overdue delinquent or remain payable without penalty or which are being diligently contested in good faith and by appropriate proceedings, which proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe effect of preventing the forfeiture or sale of the property subject thereto;
(fe) Liens (other than any Lien imposed by ERISA) incurred consisting of pledges or deposits required in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment and other insurance and other social security legislation;
(f) Liens on the property of the Borrower or other forms of governmental insurance or benefits, or to secure its Subsidiaries securing (i) the non-delinquent performance of tendersbids, statutory obligations, leases and trade contracts (other than for borrowed money), leases and statutory obligations, (ii) entered into Contingent Obligations in connection with Surety Bonds and appeal bonds and (iii) other non-delinquent obligations of a like nature, in each case, incurred in the ordinary course of business (and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate actions, which actions have the effect of preventing the forfeiture or to secure obligations on surety or appeal bondssale of the property subject thereto);
(g) Liens consisting of judgment or judicial attachment liens not constituting a Default under Section 9.01(i); provided that the enforcement of such Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companieseffectively stayed;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business businesses of the Borrower and its Subsidiaries;
(i) Liens securing Indebtedness permitted by Section 8.05(c); provided, in each case, that (i) no such Lien shall at any time encumber any property other than the property financed by such Indebtedness (or the Indebtedness which was refinanced in the case of Permitted Refinancing Indebtedness), improvements thereon, replacements thereof and proceeds thereof (provided that individual financings permitted by this subsection (i) provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted by this subsection (i)), and (ii) the Indebtedness secured thereby shall not exceed the cost of the property being acquired on the date of the Person which is subject theretoacquisition;
(j) Liens in connection with Capitalized Lease Liabilities arising solely by virtue of any statutory or common law provision or otherwise created in the amount ordinary course of business relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution, including to facilitate the operation of cash pooling, interest set-off and/or sweep accounts; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the extent permitted by subsection 7.2.2(f)depository institution;
(k) Liens securing reimbursement obligations incurred in the ordinary course of business for letters of credit or banker’s acceptances, which Liens encumber only goods, or documents of title covering goods, which are purchased in transactions for which such letters of credit or banker’s acceptances are issued;
(l) Liens securing Indebtedness permitted by Section 8.05(h) so long as such Liens (i) attach only to specific assets (or assets of a Person that is not, and is not required to become, a Subsidiary Guarantor) acquired in a Permitted Acquisition (including through the acquisition of a Person that becomes a Subsidiary) and not to any other property of the Borrower or any of its other Subsidiaries and (ii) were not created in contemplation thereof;
(m) Liens securing Indebtedness or other obligations of the Borrower and its Subsidiaries not to exceed in the aggregate, at any time outstanding, $40,000.000;
(n) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods incurred in the ordinary course of business;
(o) leases, subleases, licenses or sublicenses (including, in the case of licenses and sublicenses, of intellectual property) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary and do not secure any Indebtedness;
(p) Liens (i) of a collecting bank arising under Section 4-210 of the UCC on property leased items in the ordinary course of collection, and (ii) encumbering reasonable customary initial deposits and margin deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(q) any interest or title of (i) an owner of equipment or inventory on loan or consignment to the Borrower or any of its Subsidiaries and Liens arising from precautionary UCC financing statement filings made in respect of operating leases entered into by the Borrower or any Subsidiary in the ordinary course of business; and (ii) a lessor or other secured by a lessor’s interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesany lease permitted hereunder;
(lr) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the other similar Investments permitted by Section 8.04;
(s) contractual rights of set-off and similar rights securing Swap Contracts so long as any related Indebtedness is permitted to be incurred hereunder;
(t) rights of first refusal, put, call and similar rights arising in connection with repurchase agreements that constitute Investments permitted hereunder;
(u) Liens on property assets of a Target which exist at the time such Target becomes the subject of Securitization Subsidiary securing Securitization Obligations in connection with a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Securitization; and
(mv) Liens on any extension, renewal or substitution of or for any Lien permitted by subsection (l) of this Section, to the assets extent that (i) the amount of NovaMed of New Albany securing the Indebtedness or other obligation or liability secured by the applicable Lien shall not exceed the Indebtedness or other obligation or liability existing immediately prior to such extension, renewal or substitution and (ii) the scope of the property subject to such Lien is not increased. Any Lien permitted by clause q above on any property may extend to the identifiable proceeds of Section 7.2.2such property.
Appears in 1 contract
Liens. The Borrower will Loan Parties, jointly and severally agree that they shall not, and will shall not permit any of its their respective Material Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the Obligations, granted pursuant to any Loan Documentobligations secured or benefited thereby is permitted by Section 7.03(b);
(b) until Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the date books of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described applicable Person in clause (b) of Section 7.2.2accordance with IFRS;
(c) purchase money security interestscarriers’, in addition towarehousemen’s, and not in limitation ofmechanics’, the Capitalized Lease Liabilities described in clause (j) hereofmaterialmen’s, on any property acquired repairmen’s or held by any Subsidiary other like Liens arising in the ordinary course of business, securing Indebtedness incurred business which are not overdue for a period of more than 30 days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which diligently conducted, if adequate reserves in accordance with GAAP shall have been set aside respect thereto are maintained on its booksthe books of the applicable Person;
(ed) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue (i) pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases social security legislation and contracts (other than for borrowed moneyii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to secure obligations on surety the Borrower or appeal bondsany Subsidiaries;
(ge) judgment Liens deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment ordinary course of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesbusiness;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(if) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(h) Liens securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition;
(i) Liens on any property or asset acquired after the Closing Date and existing prior to the acquisition thereof by the Borrower or existing on any property or asset of any Person that becomes a Subsidiary of the Borrower after the Closing Date that exists prior to the time such Person becomes a Subsidiary of the Borrower; provided, however, that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary of the Borrower, as the case may be, (ii) such Lien will not apply to any other property of the Borrower or any of its Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person which is subject theretobecomes a Subsidiary of the Borrower, as the case may be;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and created pursuant to the extent permitted by subsection 7.2.2(f)Loan Documents;
(k) (j) any other Liens on property leased by the Borrower securing Indebtedness of any Loan Party or any Subsidiary thereof in an aggregate amount, not exceeding, individually or other interest in the aggregate, U.S.$70,000,000 (as such amount may be reduced pursuant to Section 7.03(d)) at any time outstanding (or title the Dollar Equivalent thereof); provided that no Default or Event of the lessor under operating leases securing obligations of the Borrower Default shall have occurred and be continuing or such Subsidiary would reasonably be expected to occur after giving effect on a pro forma basis to the lessor under creation of such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Lien.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Buenaventura Mining Co Inc)
Liens. The Borrower will shall not, and will shall not permit ----- any of its Subsidiaries other Loan Party to, create, incur, assume or suffer to exist any Lien upon any of its such Loan Party's respective property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(eb) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fc) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure ;
(d) Liens granted as security for the performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(ge) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of such Loan Party;
(f) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(hg) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofof any Lien otherwise permitted to be incurred under this Section 8.2.2 securing Indebtedness in an amount not ------------- exceeding the principal amount of, and accrued interest on, the Indebtedness secured by such Lien as so extended or renewed at the time of such extension or renewal; andprovided that such Lien shall apply only to the -------- same property theretofore previously securing such Indebtedness;
(h) Liens, title defects and adverse claims that neither individually nor in the aggregate materially diminish the use or value of the Loan Party's property affected thereby;
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in Liens created pursuant to the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;Loan Documents; and
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.8.2.1(b), (c) or --------------------- (e). ---
Appears in 1 contract
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries to, create, incur, assume create or suffer or permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens securing payment of for taxes, fees, assessments or other governmental charges not at the Obligationstime delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, granted pursuant to any Loan Documentin each case, for which it maintains adequate reserves;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary arising in the ordinary course of businessbusiness (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves.
(c) Liens described on Schedule 11.2 as of the Closing Date;
(d) attachments, appeal bonds, judgments, and other similar Liens with respect to which no Event of Default would exist, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted;
(e) subject to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition), and (iii) Liens that constitute purchase money security interests on any property securing Indebtedness debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; , provided that (i) any such Lien attaches to such property concurrently with or within 20 60 days after of the acquisition thereof, (ii) such Lien thereof and attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksacquired;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of any Loan Party or which materially reduce the property value of the Person which is subject theretoaffected property.
(g) Liens granted to the Administrative Agent under or in connection with any Loan Document;
(jh) Liens the right of set-off in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary favor of a bank or other interest or title depository institution arising as a matter of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3law encumbering deposits; and
(mi) rights of lessors under leases (including financing statements regarding property subject to lease) not in violation of the requirements of this Agreement and filed as a precautionary filing, provided that such Liens on are only in respect of the assets of NovaMed of New Albany securing property subject to, and secure only, the Indebtedness permitted by clause q of Section 7.2.2respective lease.
Appears in 1 contract
Sources: Credit Agreement (Cellular Dynamics International, Inc.)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon against or on any of its property, revenues or assets, whether Property now owned or hereafter acquiredacquired by the Company or any Material Subsidiary, exceptor permit any Material Subsidiary so to do, except any one or more of the following types of Liens:
(a) Liens securing payment in connection with workers’ compensation, unemployment insurance or other social security obligations (which phrase shall not be construed to refer to ERISA or the minimum funding obligations under Section 412 of the Obligations, granted pursuant to any Loan DocumentCode);
(b) until Liens to secure the date performance of bids, tenders, letters of credit, contracts (other than contracts for the initial Borrowing; Liens securing payment of Indebtedness Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interestslikea similar nature, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary each such case arising in the ordinary course of business;
(c) mechanics’, securing Indebtedness incurred workmen’s, carriers’, warehousemen’s, materialmen’s, landlords’, or assumed for other likesimilar Liens arising in the purpose ordinary course of financing all or any part of the cost of acquiring such property; provided that business with respect to obligations which (i) any such Lien attaches to such property concurrently with are not more than 30 days’ past due, or within 20 days after the acquisition thereof, (iiwhich(ii) such Lien attaches solely to the property so acquired are being contested in such transaction, good faith and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)appropriate proceedings diligently conductedaction;
(d) Liens for taxes, assessments assessments, fees or other governmental charges or levies which (i) are not at the time delinquent or thereafter or, (ii) are payable without penalty material penalty, or (iii) are being diligently contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksdiligently conductedaction;
(e) judgment Liens in respect of carriersjudgments that do not constitute an Event of Default under clause (k) of Article VII and other Liens consisting of attachments, warehousemenjudgments or awards against the Company or any Subsidiary with respect to which an appeal or proceeding for review shall be pending or a stay of execution shall have been obtained, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or which are otherwise being diligently contested in good faith and by appropriate proceedings action, and for in respect of which adequate reserves shall have been established in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value books of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower Company or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesSubsidiary;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 1 contract
Sources: Credit Agreement (Fiserv 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 any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, Liens granted prior to the Effective Date to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause (jc) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Section 7.2.2;
(d) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (d) of Section 7.2.2 and covering only those assets acquired with the proceeds of such Indebtedness;
(e) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ef) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fg) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;; and
(gh) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Liens. The Borrower No Credit Party shall, nor will not, and will not it permit any of its Subsidiaries (other than Excluded Subsidiaries) to, create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany Person, revenues or assets, whether including any Subsidiary) now owned or hereafter acquired, except:acquired by it or on any income or revenues or rights in respect of any thereof except the following (the "Permitted Liens"):
(a) Liens securing payment of the Obligations, granted pursuant to any Loan DocumentSenior Debt;
(b) until Liens on Property of such Borrower or its Subsidiaries existing on the date of Closing Date and set forth in Schedule 7.2 and any renewals or extensions thereof; provided that such Liens shall secure only those obligations that they secure on the initial Borrowing; Liens securing payment Closing Date and the amount of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2secured thereby shall not be increased;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA) not yet due or levies which are being contested in compliance with Section 6.3 but only if the existence of such Lien being contested would not at likely have a Material Adverse Effect;
(d) Liens of landlords', carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the time ordinary course of business and securing obligations that are not more than 30 days delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance compliance with GAAP shall have been set aside on its booksSection 6.3;
(e) Liens pledges and deposits made in the ordinary course of carriersbusiness to secure obligations under workers' compensation, warehousemenunemployment insurance and other social security laws or regulations or to secure public or statutory obligations;
(f) deposits to secure the performance of bids, mechanicstrade contracts (other than for Indebtedness), materialmen leases (other than Capital Lease Obligations), liens to secure the performance of statutory obligations, surety and landlords appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3zoning restrictions, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially adversely interfere with the ordinary conduct use of the business of the such property of the Person which is subject theretofor its present purposes;
(jh) Liens in connection arising solely by virtue of any contractual or statutory or common law provisions relating to banker's liens, rights to set-off or similar rights and remedies as to deposit accounts or other funds maintained with Capitalized Lease Liabilities in the amount a creditor depository institution provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased restrictions against access by the Borrower or any Subsidiary or other interest or title in excess of those set forth by regulations promulgated by the Board of Governors of the lessor under operating leases securing obligations of Federal Reserve System and (ii) such deposit account is not intended by the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition provide collateral to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.depositary institution;
Appears in 1 contract
Sources: Investment Agreement (Sunsource Inc)
Liens. The Borrower Guarantor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing granted prior to the Effective Date to secure payment of Indebtedness that is identified in the Obligations, granted pursuant financial statements of the Guarantor referred to any Loan Documentin Section 6.5 as secured debt;
(b) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness which is incurred by the Guarantor or any of its Significant Subsidiaries to a vendor of any assets to finance its acquisition of such assets and covering only those assets acquired with the type permitted and described in clause (b) proceeds of Section 7.2.2such Indebtedness;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksbooks and Liens arising under ERISA to the extent permitted by Section 8.1.7;
(ed) Liens of carriers, warehousemen, mechanics, materialmen and landlords and similar Liens arising by operation of law incurred in the ordinary course of business for sums not overdue for more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fe) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business business, including bank set-off rights and Liens incurred in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed -36- 42 money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(gf) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(hg) Liens granted by the Borrower in existence on any margin stock, as defined in F.R.S. Board Regulations G,T,U, or X (or any regulation substituted therefor), owned by it whether or not such margin stock is purchased with the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; andproceeds of the Loans;
(ih) easements, rights-of-way, zoning and use restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from interfere with the occupation, use, and enjoyment by the Guarantor or any Subsidiary of the property to assets encumbered thereby in the normal course of business or materially impair the value of the property subject thereto or interfere with the ordinary conduct thereto;
(i) Liens securing obligations of any Subsidiary of the business Guarantor (other than the Borrower) to any other Subsidiary of the property of the Person which is subject theretoGuarantor;
(j) Liens in connection with Capitalized Lease Liabilities in arising under any of the amount and to the extent permitted by subsection 7.2.2(f)Loan Documents;
(k) Liens on property leased bank accounts maintained by the Borrower Guarantor, to the extent that (i) such Liens secure Debt of Subsidiaries of the Guarantor held by the bank at which such bank account is maintained (or any Subsidiary affiliate or other interest or title nominee of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under bank) and (ii) such leasesDebt is secured by such Liens;
(l) Liens existing on property of a Target which exist at the time of its acquisition (directly or indirectly), other than any such Target becomes the subject Lien created in contemplation of a Permitted Acquisition to the extent such Liens are acquisition that is not otherwise permitted pursuant by clause (b) above;
(m) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to this Section 7.2.3in Sections 7.2.3(a) through (l) hereof, provided that (1) the Lien shall be limited to all or a part of the property covered by the Lien extended, renewed or replaced (plus improvements thereon) and (2) that any Debt secured by such Lien is not increased; and
(mn) Liens on the assets of NovaMed of New Albany securing the Indebtedness not otherwise permitted by clause q this Section 7.2.3 securing Indebtedness in the aggregate not in excess of Section 7.2.2$100,000,000.
Appears in 1 contract
Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, or enter into or suffer to exist any agreement or restriction that prohibits or conditions the creation, incurrence or assumption of, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquired, except:or agree to do any of the foregoing, other than the following (collectively, "Permitted Liens"):
(ai) Liens securing payment of in existence on the Obligations, granted pursuant to any Loan DocumentClosing Date and set forth on Schedule 7.3;
(bii) until the date Liens imposed by law, such as Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted carriers, warehousemen, mechanics, materialmen and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition tolandlords, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens incurred in the -44- ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its booksGenerally Accepted Accounting Principles;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fiii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(i)) incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(giv) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in existence less than 30 days after the entry thereof or good faith by appropriate proceedings and for which adequate reserves have been established in accordance with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesGenerally Accepted Accounting Principles;
(hv) Liens in existence on the Sixth Amended connection with pledges and Restated Effective Date deposits made pursuant to statutory and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred regulatory requirements of of Insurance Regulatory Authorities by an Insurance Subsidiary in the ordinary course of business whichits business, in for the aggregate, do not materially detract from the value purpose of the property subject thereto securing regulatory capital or interfere with the ordinary conduct of the business of the property of the Person which is subject theretosatisfying other financial responsibility requirements;
(jvi) Liens upon cash and United States government and agency securities of the Borrower and its Subsidiaries, securing obligations incurred in connection with Capitalized Lease Liabilities reverse repurchase transactions and other similar investment management transactions of such types and in such amounts as are customary for companies similar to the Borrower in size and lines of business and that are entered into by the Borrower and its Subsidiaries in the amount and to the extent permitted by subsection 7.2.2(f)ordinary course of business;
(kvii) Purchase money Liens on upon real or personal property leased used by the Borrower or any Subsidiary of its Subsidiaries in the ordinary course of its business, securing Indebtedness incurred solely to pay all or other interest or title a portion of the lessor purchase price thereof (including in connection with capital leases, and including mortgages or deeds of trust upon real property and improvements thereon), provided that the aggregate principal amount at any time outstanding of all indebtedness secured by such Liens does not exceed an amount equal to 5% of the value of the total assets of the Borrower and its Subsidiaries at such time, determined on a consolidated basis in accordance with Generally Accepted Accounting Principles as of the date of the financial statements of the Borrower and its Subsidiaries most recently delivered under operating leases securing obligations Section 5.1 prior to such time (or, with regard to determinations at any time prior to the initial delivery of financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), and provided further that any such Lien (i) shall attach to such property concurrently with or within ten (10) days after the acquisition thereof by the Borrower or such Subsidiary, (ii) shall not exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to the Borrower or such Subsidiary to and (iii) shall not encumber any other property of the lessor under such leasesBorrower or any of its Subsidiaries;
(lviii) Liens Any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h) that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles;
(ix) With respect to any real property occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances on title that do not materially impair the use of such property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3for its intended purposes; and
(mx) Liens on in favor of the assets trustee or agent under any agreement or indenture relating to Indebtedness of NovaMed of New Albany securing the Indebtedness Borrower and its Subsidiaries permitted by clause q of Section 7.2.2under this Agreement, covering sums required to be deposited with such trustee or agent thereunder.
Appears in 1 contract
Sources: Credit Agreement (Everest Reinsurance Holdings Inc)
Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, or enter into or suffer to exist any agreement or restriction that prohibits or conditions the creation, incurrence or assumption of, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquired, exceptor agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”):
(i) Liens in favor of the Lender:
(aii) Liens securing payment of in existence on the Obligations, granted pursuant to any Loan DocumentEffective Date and set forth on Schedule 7.3 and all renewals and replacements thereof;
(biii) until the date Liens imposed by law, such as Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted carriers, warehousemen, mechanics, materialmen and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition tolandlords, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens incurred in the ordinary course of business, securing Indebtedness incurred business for sums not Table of Contents constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its booksGenerally Accepted Accounting Principles;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fiv) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(i)) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(gv) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in existence less than 30 days after the entry thereof or good faith by appropriate proceedings and for which adequate reserves have been established in accordance with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesGenerally Accepted Accounting Principles;
(hvi) Liens in existence on the Sixth Amended connection with pledges and Restated Effective Date deposits made pursuant to statutory and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred regulatory requirements of Insurance Regulatory Authorities by an Insurance Subsidiary in the ordinary course of business whichits business, for the purpose of securing regulatory capital or satisfying other financial responsibility requirements;
(vii) Liens upon cash, United States government and agency securities and other investments of Borrower and its Subsidiaries, securing obligations incurred in connection with reverse repurchase transactions, Federal Home Loan Bank borrowings and other similar investment management transactions;
(viii) Purchase money Liens upon real or personal property used by Borrower or any of its Subsidiaries in the aggregateordinary course of its business, do securing Indebtedness incurred solely to pay all or a portion of the purchase price thereof (including in connection with capital leases, and including mortgages or deeds of trust upon real property and improvements thereon), provided that the aggregate principal amount at any time outstanding of all Indebtedness secured by such Liens does not materially detract from exceed an amount equal to 5% of the value of the property subject thereto or interfere total assets of Borrower and its Subsidiaries at such time, Table of Contents determined on a consolidated basis in accordance with the ordinary conduct Generally Accepted Accounting Principles as of the business date of the financial statements of Borrower and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any time prior to the initial delivery of financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), and provided further that any such Lien (i) shall attach to such property concurrently with or within ten (10) days after the acquisition thereof by Borrower or such Subsidiary, (ii) shall not exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to Borrower or such Subsidiary and (iii) shall not encumber any other property of the Person which is subject theretoBorrower or any of its Subsidiaries;
(jix) Liens in connection with Capitalized Lease Liabilities in the amount and on Vesta Margin Stock, to the extent permitted by subsection 7.2.2(fthe fair market value thereof exceeds 25% of the fair market value of the assets of Borrower and its Subsidiaries (including Vesta Margin Stock);
(kx) Liens on Any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h) that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles;
(xi) With respect to any real property leased occupied by the Borrower or any Subsidiary or other interest or of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances on title that do not materially impair the use of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3for its intended purposes; and
(mxii) Liens on in favor of the assets trustee or agent under any agreement or indenture relating to Indebtedness of NovaMed of New Albany securing the Indebtedness Borrower and its Subsidiaries permitted by clause q of Section 7.2.2under this Agreement, covering sums required to be deposited with such trustee or agent thereunder.
Appears in 1 contract
Liens. The Borrower will not, Each of the Company and any Restricted Subsidiary 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 (real or personal, tangible or intangible) of its property, revenues the Company or assetsany Restricted Subsidiary, whether now owned or hereafter acquired; provided that the provisions of this Section 10.01 shall not prevent the creation, except:incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as “Permitted Liens”):
(ai) Liens securing payment for Taxes, assessments or governmental charges or levies not delinquent or as to which the period of the Obligationsgrace, granted pursuant to any Loan Documentif any, related thereto has not expired or Liens for Taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;
(bii) until the date Liens in respect of property or assets of the initial Borrowing; Company or any Restricted Subsidiary, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, contractors’, materialmen’s and mechanics’ Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens arising in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that and which are either (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereofnot overdue for a period of more than sixty (60) days, or, (ii) if more than sixty (60) days overdue, (A) as to which no action has been taken to enforce such Lien attaches solely to the property so acquired in such transaction, and or (iiiB) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or that are being diligently contested in good faith by appropriate proceedings action diligently pursued; provided that in each case full provision for the payment of such Liens has been made on the books of such Person if and for which adequate reserves in accordance with GAAP shall have been set aside on its booksto the extent required by GAAP;
(eiii) Liens in existence on the Closing Date which are listed, and the property subject thereto described, in Schedule 10.01(iii), plus modifications, renewals, replacements, refinancings and extensions of carrierssuch Liens; provided that (x) the aggregate principal amount of the Indebtedness, warehousemenif any, mechanicssecured by such Liens does not increase from that amount outstanding at the time of any such renewal, materialmen replacement or extension, plus accrued and landlords unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension, (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Company or any Restricted Subsidiary which are Collateral (other than after-acquired property that is affixed or incorporated into the property encumbered by such Lien on the Closing Date and the proceeds and products thereof) and (z) the lien priority attaching to any such renewal, replacement or extension shall be no higher than the original Liens in existence on the Closing Date;
(iv) Liens created pursuant to the Credit Documents (including Liens securing Secured Hedging Obligations);
(v) Leases, subleases, licenses or sublicenses (including licenses or sublicenses of Intellectual Property) granted to other Persons not materially interfering with the conduct of the business of the Company or any Restricted Subsidiary and any interest or title of a lessor under any lease (whether a Capital Lease or an operating lease) permitted by this Agreement or the Security Documents;
(vi) Liens on assets not constituting Collateral securing Indebtedness incurred (A) in reliance on the Incurrence Test or (B) under Section 10.04(ix) (any such Indebtedness described in clause (A) or (B) that is secured by Liens permitted under this clause (vi), “Specified Secured Indebtedness”);
(vii) Liens placed upon property acquired, improved, repaired or constructed after the Closing Date and used in the ordinary course of business of the Company or any Restricted Subsidiary and placed at the time of the acquisition, improvement, repair or construction thereof by the Company or such Restricted Subsidiary or within 270 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase, improvement, repair or construction price thereof or to secure Indebtedness incurred solely for sums the purpose of financing the acquisition, improvement, repair or construction of any such property or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that (x) the Indebtedness secured by such Liens is permitted by Section 10.04(iii) and (y) in all events, the Lien encumbering such property so acquired, improved, repaired or constructed does not overdue encumber any other asset of the Company or being diligently contested in good faith such Restricted Subsidiary; provided, further that individual financings of equipment provided by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside one lender may be cross collateralized to other financings of equipment provided by such lender on its bookscustomary terms;
(fviii) imperfections of title, statutory exceptions to title, restrictive covenants, rights of way, easements, servitudes, mineral interest reservations, reservations made in the grant from the Crown, municipal and zoning by-laws and ordinances or similar laws or rights reserved to or vested in any Governmental Authority agency to control or regulate the use of any real property, general real estate taxes and assessments not yet delinquent and other encumbrances on real property that (i) do not arise out of the incurrence of any Indebtedness for money borrowed and (ii) do not interfere with or impair in any material respect the operation, in the ordinary course of business, of the real property on which such Lien is imposed;
(ix) Liens arising from precautionary UCC, the Civil Code of the Province of Quebec, the Personal Property Security Act (as in effect in any other province in Canada) and the regulations thereunder, or other similar financing statement filings regarding operating leases or consignments entered into in the ordinary course of business;
(x) attachment and judgment Liens, to the extent and for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 11.09 or securing appeal or other surety bonds relating to such judgments;
(xi) statutory and common law landlords’ liens under leases to which the Company or any Restricted Subsidiary is a party;
(xii) Liens (other than any Lien Liens imposed by ERISAunder Canadian Employee Benefits Legislation) incurred in the ordinary course of business in connection with workmen’s compensationworkers’ compensation claims, unemployment insurance or other forms of governmental insurance or benefitsand social security benefits and Liens, or to secure deposits, and pledges securing the performance of tendersbids, tenders and leases in the ordinary course of business, statutory obligations, leases surety, stay, customs or appeal bonds, performance bonds and contracts other obligations of a like nature (other than letters of credit) incurred in the ordinary course of business;
(xiii) Permitted Encumbrances;
(xiv) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of any Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 10.04, and (y) such Liens do not attach to any other asset of the Company or any Restricted Subsidiary; and any extensions, renewals and replacements thereof so long as the aggregate principal amount of the Indebtedness secured by such Liens does not increase from that amount outstanding at the time of any such extension, renewal or replacement, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension, and such extension, renewal or replacement does not encumber any asset or properties of the Company or any Restricted Subsidiary other than the proceeds of the assets subject to such Lien;
(xv) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted pursuant to Section 10.04 or securing other obligations of such Foreign Subsidiaries not constituting Indebtedness;
(xvi) Liens on property subject to Sale-Leaseback Transactions to the extent such Sale-Leaseback Transactions are permitted by Section 10.02(xv);
(xvii) any encumbrances or restrictions (including, without limitation, put and call agreements) with respect to the Equity Interests of any Joint Venture or Joint Venture Subsidiary arising pursuant to the agreement evidencing or governing such Joint Venture, Joint Venture Subsidiary or their respective members or partners;
(xviii) Liens in favor of any Credit Party securing intercompany Indebtedness permitted by Section 10.04; provided that any Liens securing such Indebtedness shall, to the extent such Lien are on Collateral, be subordinated to the Liens created pursuant to the Security Documents pursuant to an intercreditor arrangement or subordination agreement reasonably satisfactory to the Administrative Agent;
(xix) Liens solely on specific items of inventory or other goods (and proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for borrowed moneythe account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and pledges or deposits in the ordinary course of business;
(xx) entered into Liens solely on insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 10.04(x);
(xxi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(xxii) Liens (x) comprising rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by any Credit Party or Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or such bank with respect to which execution has been stayed cash management and operating account arrangements, including those involving pooled accounts and netting arrangements, (y) attaching to commodity trading accounts or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances commodities brokerage accounts incurred in the ordinary course of business which, and (z) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of setoff) and which are within the general parameters customary in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretobanking industry;
(jxxiii) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with Capitalized Lease Liabilities any letter of intent or purchase agreement in the amount and to the extent connection with a Permitted Acquisition or other Investment permitted by subsection 7.2.2(f)hereunder;
(kxxiv) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor Credit Parties under such leases;
Indebtedness incurred under Sections 10.04(iv) and (lix) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition that, to the extent such Liens are otherwise permitted on Collateral, are secured on a junior basis to the Obligations pursuant to this intercreditor arrangements reasonably satisfactory to the Administrative Agent;
(xxv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business;
(xxvi) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;
(xxvii) Liens on assets of or Equity Interests issued by a Joint Venture, Joint Venture Subsidiary or Unrestricted Subsidiary securing Indebtedness of such Joint Venture, Joint Venture Subsidiary or Unrestricted Subsidiary, so long as, such Indebtedness is recourse to the Company or its Restricted Subsidiaries only (x) to the extent of such Equity Interest and (y) as permitted by Section 7.2.310.05;
(xxviii) Liens relating solely to employee contributions withheld from pay by a Canadian Subsidiary but not yet due to be remitted to a Canadian Pension Plan pursuant to any Canadian Employee Benefits Legislation;
(xxix) Liens securing obligations under a Tax Incentive Transaction on the property subject thereto, so long as the related Indebtedness is permitted by Section 10.04(xiv);
(xxx) Liens on assets other than the Collateral securing obligations under Hedging Agreements that do not constitute Obligations hereunder and other Indebtedness permitted under Section 10.04(xiii);
(xxxi) Liens on an Escrow Indebtedness Escrow Account and on the funds on deposit therein;
(xxxii) Movable hypothecs granted to landlords in the Province of Quebec to secure the payment of rent and the performance of other obligations arising under a lease of real or immovable property provided that such movable hypothec affects only the tangible assets of the tenant situated in the premises leased under such lease;
(xxxiii) Liens created under any agreement relating to the sale, transfer or other disposition of assets permitted hereunder; provided that such Liens relate solely to the assets to be sold, transferred or otherwise disposed;
(xxxiv) Liens on not more than Cdn.$132,000,000 of cash collateral of Canadian Subsidiaries securing Indebtedness permitted under Section 10.04(xvi);
(xxxv) so long as no Default has occurred and is continuing at the time of granting such Liens, Liens on cash deposits in an aggregate amount not to exceed $40,000,000 (or such greater amount as approved by the Administrative Agent in its sole discretion) securing any Hedging Agreements permitted hereunder that do not constitute Obligations hereunder;
(xxxvi) Liens on the ABL Priority Collateral securing the ABL Credit Facility and any other obligations owed to the ABL Lenders (including “Secured Bank Product Obligations,” as such term is defined in the ABL Credit Facility);
(xxxvii) Liens on any claims for refunds with respect to deposits for estimated custom duties (including, but not limited to, countervailing and/or anti-dumping duties), together with any deposit account which is established for holding such refunds (and no other amounts);
(xxxviii) each Farm Credit Lender’s statutory Lien in the Farm Credit Equities; and
(mxxxix) Liens on the assets of NovaMed of New Albany not securing the Indebtedness and not otherwise permitted by clause q the foregoing clauses (i) through (xxxviii), to the extent securing liabilities not in excess of, $25,000,000 in the aggregate at any time outstanding. In connection with the granting of Liens of the type described in this Section 7.2.210.01 by the Company and any Restricted Subsidiary, the Administrative Agent and the Collateral Agent shall, and shall be authorized to, take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens). For all purposes hereunder, (x) a Lien need not be incurred solely by reference to one category of Liens of the type described in this Section 10.01 but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Liens of the type described in this Section 10.01, the Company or applicable Restricted Subsidiary may, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this Section 10.01.
Appears in 1 contract
Liens. The Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any of its assets or property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of existing on the Obligations, granted pursuant to any Loan DocumentClosing Date and set forth on Schedule 7.2(a);
(b) until the date of the initial Borrowing; carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary arising in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided business that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall secure obligations that are not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter remain payable without penalty or that are being diligently contested in good faith and by appropriate proceedings Proceedings, which Proceedings have the effect of preventing the forfeiture or sale of the assets or property subject thereto and for which adequate reserves in accordance with GAAP shall have been set aside on its booksare being maintained;
(ec) Liens of carriersfor Taxes, warehousemenassessments or governmental charges or levies, mechanics, materialmen and landlords incurred in each case imposed by law or arising in the ordinary course of business for sums amounts that are not overdue past due or payable or that are being diligently contested in good faith by appropriate proceedings Proceedings, which Proceedings have the effect of preventing the forfeiture or sale of the property subject thereto, and for which adequate reserves in accordance with GAAP shall have been set aside on its booksare being maintained;
(i) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default and (ii) pledges or cash deposits made in lieu of, or to secure the performance of, judgment or appeal bonds in respect to such judgments and Proceedings described in the foregoing clause (i);
(e) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and payment processors; provided that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness;
(f) Liens (other than any Lien imposed by ERISA) incurred (i) consisting of pledges or deposits required in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefits, social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases and contracts (other than Capital Leases), governmental contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed moneymoney or other Funded Indebtedness) or to secure liability to insurance carriers and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of Borrower or any Subsidiary in the ordinary course of business supporting obligations of the types described in the foregoing clause (i);
(g) easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, do not affect the value or marketability of such real property and which do not in any case materially interfere with the conduct of the business of any Loan Party or its Subsidiaries;
(h) non-exclusive licenses and non-exclusive sublicenses granted by a Loan Party or any Subsidiary of a Loan Party and leases and subleases (by a Loan Party or any Subsidiary of a Loan Party as lessor or sublessor) to third parties in the ordinary course of business not interfering with the business of the Loan Parties or any of their Subsidiaries;
(i) Liens of a collection bank arising under Section 4-210 of the UCC (or equivalent in foreign jurisdictions) on items in the course of collection;
(j) Liens on any assets or property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such assets or property and permitted under Section 7.3(c); provided that (i) such Lien attaches solely to the assets or property so acquired in such transaction and the proceeds thereof within one hundred twenty (120) days of such acquisition and (ii) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such assets or property;
(k) Liens securing Capital Lease Obligations permitted under Section 7.3(c), to the extent such Lien attaches solely to the property financed in such transaction and the proceeds thereof;
(l) Liens arising from the filing of precautionary UCC financing statements with respect to any lease not prohibited by this Agreement;
(m) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business consistent with past practices;
(n) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the ordinary course of business consistent with past practices;
(o) Liens on unearned insurance premiums securing the financing thereof to the extent permitted under Section 7.3(k);
(p) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement in the ordinary course of business; and
(q) Permitted Licenses;
(r) leases and subleases of Real Estate entered into in the ordinary course of business or to secure obligations on surety or appeal bondsthat do not materially interfere with the conduct of business of the Borrower and its Subsidiaries;
(gs) judgment Liens in existence less than 30 days after the entry thereof or consisting of security deposits with respect to which execution has been stayed the Borrower’s or any Subsidiary’s leased locations as security for its obligations under the payment lease agreements for such locations where a bank is unable to provide a letter of which is bonded or covered in full (subject credit to a customary deductible) by insurance maintained with responsible insurance companiessecure such obligations;
(ht) any interest or title of a lessor or licensor under any lease, sublease, license or sublicense granted to the Borrower or any Subsidiary;
(u) Liens in existence on favor of the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; andSecured Parties under the Facility Documents;
(iv) easements, rights-of-way, restrictions and other similar encumbrances incurred Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with any Loan Party in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretobusiness;
(jw) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent cash collateral securing letters of credit permitted by subsection 7.2.2(funder Section 7.3(o);
(kx) (i) Liens on property leased by securing the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary Fiagon Obligations pursuant to the lessor Fiagon Agreement as in effect on the Closing Date and (ii) Liens securing Permitted Acquisition Debt permitted under Section 7.3(o); provided, in the case of this clause (ii), that such leasesLiens are limited to the assets acquired in the related Permitted Acquisition (and the products and proceeds thereof and after-acquired property that is affixed or incorporated into the property covered by such Liens);
(ly) Liens on property securing an aggregate outstanding amount of a Target which exist Permitted Earn-Outs not to exceed $25,000,000 at the time such Target becomes the subject of a Permitted Acquisition to the extent any time, so long as such Liens are otherwise permitted pursuant limited to this Section 7.2.3the assets acquired in the related Permitted Acquisition (and the products and proceeds thereof and after-acquired property that is affixed or incorporated into the property covered by such Liens); and
(mz) Liens on incurred in the assets extension, renewal or refinancing of NovaMed any Indebtedness secured by Liens described in clauses (a), (j), (k), (t), (u), (w) and (x)(ii) above; provided that any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of New Albany securing the any such Indebtedness permitted by clause q of Section 7.2.2may not increase.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the ObligationsObligations or any Hedging Obligations owed to any Lenders or any Affiliate of any Lender, granted pursuant to any Loan Document;
(b) until Until the date of the initial Borrowing; Amendment Effective Date, Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.27.2.2 or which are listed on Item 7.2.2(b) of the Disclosure Schedule;
(c) purchase money security interests, in addition to, Liens granted prior to the Amendment Effective Date to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause (jc) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Section 7.2.2;
(d) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (e) of Section 7.2.2 and covering only those assets acquired with the proceeds of such Indebtedness;
(e) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ef) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fg) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(gh) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsany interest or title of a lessor secured by a lessor's interest under any lease permitted by this Agreement, rights-of-way, restrictions and other similar encumbrances incurred or any leases or subleases granted to others not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries to which the property of the Person which is subject theretoto such lease or sublease relates;
(j) Liens securing Indebtedness of the type referred to in clause (g) (up to an aggregate amount of $10,000,000) of Section 7.2.2; provided, however, that (i) any such Liens attach only to the property of any Subsidiary acquired, or the property acquired, in connection with Capitalized Lease Liabilities such Indebtedness and shall not attach to any assets of the Borrower or any of the Restricted Subsidiaries theretofore existing or which arise after the date thereof and (ii) such Indebtedness secured by any such Lien shall not exceed 100% of the fair market value of the assets being acquired in the amount and to the extent permitted by subsection 7.2.2(f);connection with such Indebtedness; and
(k) Liens on property leased by the Borrower or any Subsidiary or granted to secure payment of other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of under Section 7.2.27.2.2 in an aggregate amount at any time outstanding not to exceed $5,000,000.
Appears in 1 contract
Liens. The Borrower KIL will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, Obligations granted pursuant to any Loan DocumentDocument and Permitted Encumbrances;
(b) until the date of the initial Borrowing; Liens securing to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2;
(c) purchase money security interests, in addition to, Liens granted to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause clauses (jd) hereof, on any property or (f) of Section 7.2.2 and covering only those assets acquired or held by any Subsidiary in with the ordinary course proceeds of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness;
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords landlords, and other similar Liens imposed by law, incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect granted by KIL or any of its Subsidiaries granted to any extensions holder of Indebtedness of KIL or renewals thereofsuch Subsidiary other than Subordinated Noteholders (or trustees or representatives of Subordinated Noteholders) to secure Indebtedness other than Subordinated Debt, consisting of a security interest in cash, Cash Equivalent Investments and/or marketable securities to secure obligations of KIL or such Subsidiaries which are incurred pursuant to clause (k) of Section 7.2.2; andprovided that, the Secured Parties hereby agree that the Lien in such cash, Cash Equivalent Investments and/or marketable securities created by the Loan Documents shall be automatically subordinated to any Lien permitted under this clause in respect of the Indebtedness incurred under clause (k) of Section 7.2.2;
(i) easements, rights-of-way, restrictions and other Liens on deposits or similar encumbrances incurred payments made in connection with Investments permitted by Section 7.2.5 or the ordinary course acquisition of business which, in assets permitted by the aggregate, do terms of this Agreement; provided that the maximum aggregate amount of such deposits or similar payments shall not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;exceed $20,000,000; and
(j) Liens incurred in connection with Capitalized Lease Liabilities the extension, renewal or refinancing of Indebtedness secured by the Liens described in clauses (b) or (c) above; provided that any extension, renewal or replacement Lien shall (i) be limited to the property covered by the existing Lien and (ii) secure Indebtedness which is no greater in amount and have material terms no less favorable to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased Lenders than the Indebtedness secured by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2existing Lien.
Appears in 1 contract
Liens. The No Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon on any of its property, revenues Property or assets, whether asset now owned or hereafter acquiredacquired by it, except:or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except (the following being called "PERMITTED LIENS"):
(a) Liens created under or securing payment of the Obligations, granted pursuant to any Loan DocumentDocuments or the $60MM Term Loan Facilities;
(b) until any Lien on any Property or asset of any Borrower existing on the date hereof and set forth in SCHEDULE 8.1 (excluding, however, following the making of the initial Borrowing; Loans hereunder, the Liens in favor of any Person other than the Agent securing payment of Indebtedness not designated on said schedule as Indebtedness to remain outstanding following the funding of the type permitted initial Loans), PROVIDED that (i) such Lien shall not apply to any other property or asset of any Credit Party and described in clause (bii) of Section 7.2.2such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held Liens imposed by any Subsidiary Governmental Authority for taxes, assessments or charges not yet delinquent or (in the ordinary course case of business, securing Indebtedness incurred or assumed for property taxes and assessments not exceeding $250,000 in the purpose of financing all or any part aggregate more than 90 days overdue) which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently respective Borrower in accordance with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)GAAP;
(d) Liens for taxeslandlords', assessments carriers', warehousemen's, mechanics', materialmen's, repairmen's or other governmental charges like Liens, and vendors' Liens imposed by statute or levies common law not at securing the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens repayment of carriersIndebtedness, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums which are not overdue for a period of more than 60 days or which are being diligently contested in good faith and by appropriate proceedings and Liens securing judgments (including, without limitation, pre-judgment attachments) but only to the extent for which adequate reserves an amount and for a period not resulting in accordance with GAAP shall have been set aside on its booksan Event of Default under Section 9.1(j) hereof;
(fe) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s pledges or deposits under worker's compensation, unemployment insurance and other social security legislation and pledges or other forms of governmental insurance or benefits, or deposits to secure the performance of bids, tenders, statutory obligations, leases and trade contracts (other than for borrowed money) entered into ), leases (other than capital leases), utility purchase obligations, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(if) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not not, in the aggregate, materially detract from the value of the property subject thereto Property of any Borrower or materially interfere with the ordinary conduct of the business of the property of the Person which is subject theretoany Borrower;
(jg) Liens consisting of bankers' liens and rights of setoff, in connection with Capitalized Lease Liabilities each case, arising by operation of law, and Liens on documents presented in the amount and to the extent permitted by subsection 7.2.2(f)letter of credit drawings;
(kh) Liens on property leased fixed or capital assets, including real or personal property, acquired, constructed or improved by any Borrower, PROVIDED that (A) such Liens secure Indebtedness (including Capital Lease Obligations) permitted by Section 8.1(e), (B) such Liens and the Borrower Indebtedness secured thereby are incurred prior to or any Subsidiary within 90 days after such acquisition or other interest the completion of such construction or title of the lessor under operating leases securing obligations of the Borrower improvement or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist were in effect at the time the Borrowers acquired the assets or stock, (C) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such Target becomes the subject fixed or capital assets, and (D) such security interests shall not apply to any other property or assets of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3any Borrower; and
(mi) Liens on the assets of NovaMed of New Albany securing the Indebtedness Leases permitted by clause q of under Section 7.2.28.4(b).
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the ObligationsObligations or any Hedging Obligations owed to any Lenders or any Affiliate of any Lender, granted pursuant to any Loan Document;
(b) until Until the date of the initial Borrowing; Closing Date, Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.27.2.2 or which are listed on Item 7.2.2(b) of the Disclosure Schedule;
(c) purchase money security interests, in addition to, Liens granted prior to the Effective Date to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause (jc) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Section 7.2.2; -76- 84
(d) Liens granted to secure payment of Indebtedness incurred or assumed for the purpose of financing all or any part of the cost type permitted and described in clause (e) of acquiring Section 7.2.2 and covering only those assets acquired with the proceeds of such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness;
(de) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ef) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fg) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(gh) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsany interest or title of a lessor secured by a lessor's interest under any lease permitted by this Agreement, rights-of-way, restrictions and other similar encumbrances incurred or any leases or subleases granted to others not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries to which the property of the Person which is subject theretoto such lease or sublease relates;
(j) Liens securing Indebtedness of the type referred to in clause (g) (up to an aggregate amount of $10,000,000) of Section 7.2.2; provided, however, that (i) any such Liens attach only to the property of any Subsidiary acquired, or the property acquired, in connection with Capitalized Lease Liabilities such Indebtedness and shall not attach to any assets of the Borrower or any of the Restricted Subsidiaries theretofore existing or which arise after the date thereof and (ii) such Indebtedness secured by any such Lien shall not exceed 100% of the fair market value of the assets being acquired in the amount and to the extent permitted by subsection 7.2.2(f);connection with such Indebtedness; and
(k) Liens on property leased by the Borrower or any Subsidiary or granted to secure payment of other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of under Section 7.2.27.2.2 in an aggregate amount at any time outstanding not to exceed $5,000,000.
Appears in 1 contract
Liens. The Borrower will shall not, and will not permit at any of its Subsidiaries to, time create, incur, assume or suffer to exist any Lien upon Liens on any of its property, revenues properties or assets, whether tangible or intangible, now owned or hereafter acquired, except:or agree or become liable to do so, except for the following ("Permitted Liens"):
(a) Liens securing payment the Lien in favor of CIT with respect to the Collateral and the Lien in favor of the Obligations, granted pursuant to any Loan DocumentLetter of Credit Issuer in connection with the issuance of Letters of Credit by the Letter of Credit Issuer in connection with this Agreement;
(b) until Liens which were in existence on the date Filing Date (other than the Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Borrower's prepetition working capital lenders) and described in clause (b) of Section 7.2.2are listed on Schedule 9.3 hereof;
(c) purchase money Deposits or pledges to secure utility and similar services, to secure workmen's compensation, unemployment insurance, old age benefits or other social security interestsobligations, or in addition toconnection with or to secure the performance of bids, tenders, trade contracts or leases, or to secure statutory obligations, or stay, surety, appeal or custom bonds, or other pledges or deposits of like nature, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary all in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxeson property to be used by the Borrower in the ordinary course of its business, assessments securing payment of all or other governmental charges or levies part of the purchase price thereof, and Liens with respect to equipment leases which equipment is used by the Borrower in the ordinary course of its business, provided that the aggregate amount of Indebtedness at any one time outstanding incurred after the Filing Date and secured by such Liens shall not at exceed Two Hundred Thousand Dollars ($200,000), and further provided that such Liens are confined solely to the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings property so purchased, leased, improvements thereto and for which adequate reserves in accordance with GAAP shall have been set aside on its booksproceeds thereof;
(e) Zoning restrictions, rights of way, consents, covenants, reservations, encumbrances, easements, minor restrictions on the use of real property, minor irregularities in title thereto and other minor Liens, charges and encumbrances that do not secure the payment of money or the performance of an obligation and that do not in the aggregate materially detract from the value of a property or asset to, or materially impair its use in the business of, the Borrower;
(f) Nonconsensual Liens of carrierswarehousemen, warehousemenmaterialmen, mechanics, materialmen carriers and landlords incurred and other like Persons, which Liens arise in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsBorrower's business;
(g) judgment Liens in existence less than 30 days after connection with any taxes, assessments, charges, levies or claims that are not yet due and payable or which the entry thereof Borrower is contesting in good faith and by appropriate proceedings diligently conducted, so long as reserves or with respect other appropriate provisions as may be required by GAAP have been made therefor and so long as the failure to which execution has been stayed or pay the payment of which is bonded or covered in full (subject to same does not have a customary deductible) by insurance maintained with responsible insurance companiesMaterial Adverse Effect;"
(h) Liens in existence on extensions, renewals or replacements of any Lien permitted pursuant to clauses (a) - (g) above; provided that the Sixth Amended principal amount of the obligation secured thereby is not increased and Restated Effective Date and listed on Schedule 7.2.3that any such extension, but without giving effect renewal or replacement is limited to any extensions or renewals thereofthe property originally encumbered thereby; and
(i) easements, rights-of-way, restrictions the Liens of (i) Harr▇▇ ▇▇▇st and other similar encumbrances incurred Savings Bank ("Harr▇▇") with respect to One Million Six Hundred Thousand Dollars ($1,600,000) or such lesser amounts as may be held by Harr▇▇ ▇▇▇m time to time as security for credit card chargebacks and (ii) the Contingent Bank One Secured Obligations as defined in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Interim Bankruptcy Court Order.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its ----- Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations and the "Obligations" under the Credit Agreement (364 Days), granted pursuant to any Loan Document;
(b) until Other than with respect to the date Mortgaged Real Property and the Modesto Property (as to which the provisions of the initial Borrowing; Liens securing payment of Indebtedness of Mortgage and the type permitted Modesto Mortgage shall govern and described in clause (b) of Section 7.2.2;
(c) purchase money security interestscontrol), in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings action and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ec) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings action and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fd) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(ge) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(hf) Liens in existence to secure the reimbursement obligations permitted under Section 7.2.2(e) on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereofmerchandise financed with the letters of credit ---------------- described therein; and
(ig) easements, rights-of-way, restrictions and other similar encumbrances incurred Permitted Encumbrances (as defined in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere Mortgage) with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and respect to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Mortgaged Real Property and Modesto Property.
Appears in 1 contract
Sources: Credit Agreement (Aristotle Corp)
Liens. The Borrower will not, and will not permit any of its the Subsidiaries to, to create, incur, assume or suffer to exist any Lien upon any of its propertyProperty, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause CLAUSE (b) of Section 7.2.2SECTION 8.2.2 and covering only those assets acquired with the proceeds of such Indebtedness;
(c) purchase money security interests, in addition to, Liens granted to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause CLAUSE (jn) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)SECTION 8.2.2;
(d) Hydrocarbon production sales contracts;
(e) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ef) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; PROVIDED, that at no time shall such sums exceed in the aggregate $100,000;
(fg) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of bonds, licenses, statutory obligations, and performance bonds, tenders, statutory obligations, leases and contracts (other than for borrowed money) ), all other obligations of a like nature entered into in the ordinary course of business or to secure obligations on surety or appeal bonds, all other obligations of a like nature;
(gh) zoning and similar covenants, restrictions, easements, servitudes, permits, conditions, exceptions, reservations, minor rights, minor encumbrances, minor irregularities in title or conventional rights of reassignment prior to abandonment and similar restrictions and other similar encumbrances or title defects which do not materially interfere with the occupation, use and enjoyment by the Borrower of its assets in the ordinary course of business as presently conducted, or materially impair the value thereof for the purpose of such business;
(i) judgment Liens in existence less than 30 thirty (30) days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(hj) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect deposits of cash to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred secure insurance in the ordinary course of business whichbusiness;
(k) banker's liens arising by operation of law securing fees and costs of such banks, but not liens securing borrowed money;
(l) subordinated Liens on Hydrocarbon Interests of the Borrower and its Subsidiaries consisting of Proven Reserves to the extent that the Lender has a superior and senior Lien on such Properties;
(m) Liens in favor of operators and non-operators under joint operating agreements or similar contractual arrangements arising in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct course of the business of the property of the Person Borrower to secure amounts owing, which is subject theretoamounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor;
(jn) Liens in connection with Capitalized Lease Liabilities production sales agreements, division orders, operating agreements and other agreements customary in the amount oil and gas business for producing, processing, gathering, transporting and selling Hydrocarbons;
(o) the terms any provisions of the leases, unit agreements, assignments and other transfer of title documents in the chain of title under which the Borrower acquired the relevant Properties;
(p) any Liens securing Indebtedness, neither assumed nor guaranteed by the Borrower nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by the Borrower for substation, metering station, pump station, storage, gathering line, transmission line, transportation line, distribution line, or right of way purposes, and any Liens reserved in leases for rent and compliance with the terms of the leases in the case of leasehold estates, so long as no default has occurred in the payment or performance thereof, and to the extent permitted that any such Lien referred to in this clause does not materially impair the use of the Properties covered by subsection 7.2.2(f)such Lien for the purposes for which such Properties is held by the Borrower;
(kq) Liens on property leased by the Borrower or any Subsidiary or other interest or title statutory Lien to secure payment of the lessor under operating leases securing obligations proceeds of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted Hydrocarbon production established by clause q of Section 7.2.2Texas Bus. & Com. Code SECTION.
Appears in 1 contract
Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, ----- create, incur, assume or suffer to exist any Lien upon in, of or on the Property of the Borrower or any of its property, revenues or assets, whether now owned or hereafter acquiredSubsidiaries, except:
(a) Liens securing payment for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of the Obligations, granted pursuant to any Loan Documentaccounting shall have been set aside on its books;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted imposed by law, such as carriers', warehousemen's and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, mechanics' liens and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar liens arising in the ordinary course of business, securing Indebtedness incurred business which secure the payment of obligations not more than 60 days past due or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ec) Liens arising out of carrierspledges or deposits under worker's compensation laws, warehousemenunemployment insurance, mechanicsold age pensions, materialmen or other social security or retirement benefits, or similar legislation;
(d) Liens arising out of good faith deposits in connection with or to secure performance of statutory obligations, surety and landlords appeal bonds, government contracts, leases otherwise permitted hereunder, performance and return of money bonds and other similar obligations incurred in the ordinary course of business;
(e) Easements, minor defects or irregularities in title, building restrictions and such other encumbrances or charges against real property, all of which as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business for sums not overdue of the Borrower or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe Subsidiaries;
(f) Liens existing on the date hereof and described in Schedule 6.17 hereto, ------------- including extensions, renewals and replacements thereof in whole or in part, so long as the principal amount of the Indebtedness secured thereby at the time of such extension, renewal or replacement is limited to all or any part of the Property (other than any including improvements thereon) securing the Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensationso extended, unemployment insurance renewed or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsreplaced;
(g) judgment Liens in existence less than 30 days after on the entry thereof Property of a Subsidiary of the Borrower and exclusively securing Indebtedness of such Subsidiary to the Borrower or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesany Guarantor;
(h) Liens of purchasers or providers of financing under an Accounts Receivable Financing Program in existence on the Sixth Amended accordance with Section 6.14 herein; and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and-------------
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Other Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist aggregate principal Indebtedness at the no time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2exceeding $25,000,000.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and for Taxes not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired yet due or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings proceedings; provided that reserves with respect thereto (if required by, and for which adequate reserves to the extent required by, GAAP) are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in accordance conformity with GAAP shall have been set aside on its books(or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdiction of organization);
(eb) Liens of landlord’s, carriers’, warehousemen’s, mechanics’, materialmen and landlords incurred materialmen’s, repairmen’s, supplier, construction or other like Liens in the ordinary course of business for sums that are not overdue for a period of more than 45 days or that are being diligently bonded or contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksproceedings;
(fc) (i) pledges or deposits made in connection with workers’ compensation, unemployment insurance and other social security legislation and similar laws or regulations, and (ii) Liens (other than any Lien imposed by ERISAA) incurred of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon or (B) in favor of a banking institution or financial intermediary, encumbering amounts credited to deposit or securities accounts (including the right of set-off) arising in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms the maintenance of governmental insurance or benefits, or such accounts;
(d) pledges and deposits to secure the performance of tendersbids, statutory obligations, leases and contracts (other than for borrowed money) entered into ), leases, statutory obligations, surety and appeal bonds, performance bonds, utility payments and other obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(ge) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended zoning restrictions, survey exceptions and Restated Effective Date and listed on Schedule 7.2.3such matters as an accurate survey would disclose, but without giving effect to any extensions or renewals thereof; and
(i) mortgage rights, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries, taken as a whole;
(f) Liens in existence on the Closing Date and listed on Schedule 7.2(f) and extensions, renewals and replacements of any such Liens so long as the principal amount of Indebtedness or other obligations secured thereby is not increased and so long as such Liens are not extended to any other property of the Person which Borrower or any of its Restricted Subsidiaries;
(g) Liens securing Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant to Section 7.1(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created within 180 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and proceeds thereof and (iii) the amount of Indebtedness secured thereby is subject theretonot increased and extensions, renewals and replacements of any such Liens so long as the principal amount of Indebtedness or other obligations secured thereby is not increased and so long as such Liens are not extended to any other property of the Borrower or any of its Restricted Subsidiaries;
(h) Liens (i) created pursuant to the Loan Documents or (ii) granted in favor of the Issuing Bank pursuant to arrangements designed to eliminate the Issuing Bank’s risk with respect to any Defaulting ▇▇▇▇▇▇’s or Defaulting Lenders’ participation in Letters of Credit, as contemplated by Section 2.26;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any other Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens with respect of leases, licenses, sublicenses or subleases granted to others not interfering in connection any material respect with Capitalized Lease Liabilities in the amount and to businesses of the extent permitted by subsection 7.2.2(f)Borrower or any of its Subsidiaries;
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under with respect to operating leases securing obligations not prohibited under this Agreement and entered into in the ordinary course of the Borrower or such Subsidiary to the lessor under such leasesbusiness;
(l) Liens on property so long as the aggregate outstanding principal amount of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition obligations secured thereby does not exceed (as to the extent such Liens are otherwise permitted pursuant Borrower and all Subsidiaries) 5.0% of Consolidated Assets as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to this Section 7.2.3; andthe incurrence thereof;
(m) Liens on the assets of NovaMed of New Albany Foreign Subsidiaries securing the Indebtedness permitted under Section 7.1(j);
(n) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;
(o) Liens on the assets of joint ventures and their Subsidiaries (and Restricted Subsidiaries the sole assets of which are the equity interests in one or more joint ventures) securing obligations of such Persons that are not prohibited by Section 7.1;
(p) attachment, judgment or other similar Liens securing judgments or decrees not constituting an Event of Default under Section 8.1(h) or securing appeal or other surety bonds related to such judgments or decrees;
(q) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business;
(r) statutory Liens and rights of offset, revocation, refund or chargeback arising in the ordinary course of business of the Borrower and its Restricted Subsidiaries;
(s) cash collateral supporting letters of credit permitted pursuant to Section 7.1 in an aggregate amount not exceeding 105% of the aggregate fact amounts thereof;
(t) pledges of cash or Cash Equivalents or deposits of cash or Cash Equivalents made to support any obligations of the Group Members (including cash collateral to secure obligations under letters of credit permitted pursuant to Section 7.1(h)) so long as (without duplication) the sum of (i) the aggregate undrawn face amount of letters of credit permitted pursuant to Section 7.1(h) above, (ii) any unreimbursed obligations in respect of letters of credit permitted pursuant to Section 7.1(h) above and (iii) the aggregate amount of such pledges and deposits does not exceed the limit set forth in Section 7.1(h);
(u) Liens on the Collateral securing Indebtedness (and interest and related obligations) permitted under clause q (k) of Section 7.2.27.1 as long as such Liens are subject to a Market Intercreditor Agreement or an intercreditor agreement otherwise reasonably satisfactory to the Administrative Agent;
(v) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary of the Borrower in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 7.1(l), and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Restricted Subsidiaries and extensions, renewals and replacements of any such Liens so long as the principal amount of Indebtedness or other obligations secured thereby is not increased and so long as such Liens are not extended to any other property of the Borrower or any of its Restricted Subsidiaries;
(w) Liens securing obligations in respect of cash pooling, treasury, depositary and other cash management arrangements entered into in the ordinary course of business;
(x) Liens arising in connection with Escrow Funding Arrangements;
(y) Liens securing Indebtedness incurred to finance deferred insurance premiums permitted under Section 7.1(f), provided that such Liens shall be permitted only with respect to unearned premiums and dividends which may become payable under the relevant insurance policies and loss payments which reduce the unearned premiums under such insurance policies; and
(z) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.
Appears in 1 contract
Sources: Credit Agreement (Teradyne, Inc)
Liens. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens existing on the Original Closing Date and identified in Item 7.2.2(b) ("Ongoing Liens") of the Disclosure Schedule and extensions and renewals thereof; provided that no such extension or renewal shall increase the obligations secured by such Lien, extend such Lien to additional assets or otherwise result in a Default hereunder;
(b) Liens securing payment of the Obligations, Obligations or any obligation under any Rate Protection Agreement granted pursuant to any Loan Document;
(bc) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen repairmen, materialmen, contractors, laborers and landlords or other like Liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, bids, statutory or regulatory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended with respect to minor imperfections of title and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value or materially impair the use by the Company or any such Restricted Subsidiary in the ordinary course of their business of the property subject thereto thereto;
(i) licenses, leases or interfere with subleases granted by the Company or any of its Restricted Subsidiaries to any other Person in the ordinary conduct course of the business of the property of the Person which is subject theretobusiness;
(j) Liens in connection with Capitalized Lease Liabilities the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 7.2.2, in each case in favor of the amount trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the extent permitted by subsection 7.2.2(f)terms thereof;
(k) Liens on property leased by of sellers of goods to the Borrower or any Subsidiary or other interest or title Company and its Restricted Subsidiaries arising under Article 2 of the lessor under operating leases UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing obligations of only the Borrower or unpaid purchase price for such Subsidiary to the lessor under such leasesgoods and related expenses;
(l) Liens on property securing Assumed Indebtedness of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise Company and its Subsidiaries permitted pursuant to this clause (g) of Section 7.2.37.2.2; andprovided, however, that such Liens shall only be permitted if (i) such Indebtedness constitutes Non-Recourse Debt and (ii) the Assumed Indebtedness and other secured Indebtedness of the Company and its Subsidiaries secured by any such Lien shall not exceed 100% of the fair market value of the assets being acquired in connection with such Assumed Indebtedness;
(m) Liens on the assets of NovaMed Restricted Subsidiaries of New Albany the Company securing the Indebtedness permitted by pursuant to clause q (h) or (j) of Section 7.2.2;
(n) Liens on the Capital Stock of Unrestricted Subsidiaries; provided, however, that no Liens (other than Liens permitted pursuant to clauses (a), (b), (d) and (g)) may be created, incurred, assumed or otherwise permitted to exist upon any property, revenues or assets of the Trademark Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (Formica Corp)
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume create or suffer permit to exist any Lien upon with respect to any of its property, revenues or assets, whether assets now owned or hereafter acquired, except:
(a) Liens securing in connection with the acquisition of property after the date hereof by way of purchase money mortgage, conditional sale or other title retention agreement, Capitalized Lease or other deferred payment contract, and attaching only to the property being acquired, if the Indebtedness secured thereby does not exceed 80% (100% in the case of a Capitalized Lease) of the Obligations, granted pursuant to fair market value of such property at the time of acquisition thereof nor $500,000 in the aggregate for the Company and all Subsidiaries at any Loan Document;one time outstanding.
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted for current Taxes not delinquent or Taxes being contested in good faith and described in clause (b) of Section 7.2.2by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP are being maintained;
(c) purchase money security interestscarriers', in addition towarehousemen's, mechanics', materialmen's, repairmen's, and other like statutory Liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days or which are being contested in limitation ofgood faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP are being maintained;
(d) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation;
(e) deposits to secure the Capitalized Lease Liabilities described in clause (j) hereofperformance of bids, on any property acquired or held by any Subsidiary trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) the Lien provided for in Section 6.6 and other Liens (other than any Lien imposed by ERISA) incurred in favor of the ordinary course Agent for the benefit of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsBanks;
(g) judgment Liens referred to in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesSection 8.9;
(h) Liens in existence on Leases and related personal property covered by thereby securing Non-Recourse Debt, if such Indebtedness does not exceed, for the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3Leases securing such Indebtedness, but without giving effect 100% of the present value (using the interest rate applicable to any extensions or renewals thereofsuch Indebtedness) of the Lease Receivables with respect to such Leases; and
(i) easementsRestricted Cash, rights-of-wayprovided, restrictions however, that the Company shall satisfy all Restricted Cash requirements from the proceeds of the funds borrowed or otherwise received from the financing of Leases and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2chattel paper.
Appears in 1 contract
Liens. The None of the Borrower will not, and will not permit or any of its the Subsidiaries to, will create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Closing Date, Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.28.2;
(c) purchase money security interests, Liens existing as of the Closing Date and disclosed in addition to, and not in limitation of, the Capitalized Lease Liabilities Schedule 8.3(c) securing Indebtedness described in clause (jc) hereofof Section 8.2, on any property acquired or held by any Subsidiary in the ordinary course and refinancings of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyIndebtedness; provided that (i) any that, no such Lien attaches to such shall encumber any additional property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(fsecured by such Lien is not increased from that existing on the Closing Date (as such Indebtedness may have been permanently reduced subsequent to the Closing Date);
(d) Liens securing Indebtedness of the Borrower or the Subsidiaries permitted pursuant to Section 8.2(e) (provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the assets financed with such Indebtedness and (ii) such Liens do not at any time encumber any property other than the property so financed);
(e) Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords granted in the ordinary course of business for taxesamounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, assessments unemployment insurance or other forms of governmental charges insurance or levies benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds;
(g) judgment Liens in existence for less than 60 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 9.1(f);
(h) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached;
(i) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ej) Liens licenses and/or sublicenses of carriersIntellectual Property otherwise permitted under this Agreement or the other Loan Documents, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course restrictions under licenses of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) Intellectual Property entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect pursuant to which execution has been stayed the Borrower or the payment of which any Subsidiary is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereoflicensee; and
(ik) easementsbanker’s liens, rights-of-way, restrictions rights of setoff and other similar encumbrances Liens in favor of financial institutions incurred made in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens arising in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower Borrower’s or any Subsidiary Subsidiary’s deposit accounts or other interest or title securities accounts held at such institutions to secure solely payment of the lessor under operating leases securing obligations of the Borrower or fees and similar costs and expenses and provided such Subsidiary to the lessor under such leases;
(laccounts are maintained in compliance with Section 7.12(a) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2hereof.
Appears in 1 contract
Sources: Credit Agreement (DarioHealth Corp.)
Liens. The Borrower will Company shall not, and will shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon on any of its property, revenues or assets, whether property now owned or hereafter acquiredacquired by it, exceptexcept for the following:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan DocumentTransaction Liens;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2connection with Permitted Transactions;
(c) purchase money security interestscash collateral securing Permitted Swap Obligations in an aggregate amount not to exceed, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed time, $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)35,000,000;
(d) Liens for taxes, assessments Taxes that are not overdue for more than 90 days or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or for Taxes being diligently contested in good faith and by appropriate proceedings and for with respect to which adequate reserves are being maintained in accordance with GAAP shall have been set aside on its booksGAAP;
(e) Liens existing on the date hereof and listed in Schedule 7.02, including extensions, renewals and replacements of carriers, warehousemen, mechanics, materialmen such Liens; provided that (i) such Lien shall not apply to any additional property (other than after acquired title in or on such property and landlords incurred in proceeds of the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves existing collateral in accordance with GAAP shall have been set aside on its booksthe document creating such Lien) and (ii) the Indebtedness secured thereby is not increased except as otherwise permitted under Section 7.01 (in which case the portion representing any additional increase must be permitted by another paragraph of this Section 7.02);
(fi) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, benefits or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbonds and (ii) cash collateral securing letters of credit issued in respect of obligations to insurers in an aggregate amount not to exceed $15,000,000 at any time outstanding;
(g) judgment (i) Liens of attorneys retained by the Company on a contingency fee basis and (ii) Liens of mechanics, carriers, and materialmen and other like Liens imposed by law and arising in existence less the ordinary course of business in respect of obligations that in the case of clause (ii) hereof are not overdue for more than 30 60 days after the entry thereof or that are being contested in good faith and by appropriate proceedings and with respect to which execution has been stayed or the payment of which is bonded or covered adequate reserves are being maintained in full (subject to a customary deductible) by insurance maintained accordance with responsible insurance companiesGAAP;
(h) Liens arising in existence on the Sixth Amended ordinary course of business for sums being contested in good faith and Restated Effective Date by appropriate proceedings and listed on Schedule 7.2.3with respect to which adequate reserves are being maintained in accordance with GAAP, but without giving effect to or for sums not due, and in either case not involving any extensions deposits or renewals thereof; andadvances for borrowed money or the deferred purchase price of property or services;
(i) Liens securing Indebtedness permitted by Section 7.01(a)(viii); provided that such Liens are limited to the assets subject to the relevant capital lease or purchase money transaction;
(j) easements, rights-of-way, zoning restrictions, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, that do not secure any monetary obligation and which do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct course of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount Company and to the extent permitted by subsection 7.2.2(f)its Subsidiaries;
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating Company and its Subsidiaries in favor of landlords securing licenses, subleases or leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesproperty not otherwise prohibited hereunder;
(l) licenses, leases or subleases permitted hereunder granted to others not materially interfering in any material respect in the business of the Company and its Subsidiaries;
(m) attachment or judgment Liens not constituting an Event of Default under Section 8.01(i);
(n) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements entered into by the Company and its Subsidiaries in the ordinary course of business;
(o) customary set-off rights in favor of depositary banks;
(p) other Liens securing Indebtedness or other obligations in an aggregate amount not exceeding $75,000,000 at any time outstanding;
(q) any Lien on property any asset of a Target which exist any Person existing at the time such Target Person becomes a Subsidiary of the subject Company, is merged or consolidated with or into the Company or a Subsidiary of a Permitted Acquisition the Company, or prior to the extent Acquisition thereof by the Company or a Subsidiary of the Company, and not created in contemplation of such Liens are otherwise permitted pursuant to this Section 7.2.3event; and
(mr) Liens on attaching solely to cash earnest money deposits required to be made under the assets terms of NovaMed of New Albany securing the Indebtedness a▇▇ ▇▇▇▇▇▇ ▇▇ intent or purchase agreement for a permitted by clause q of Section 7.2.2Acquisition.
Appears in 1 contract
Sources: Credit Agreement (Conseco Inc)
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume ----- or suffer to exist any Lien upon on any of its property, revenues or assets, whether asset now owned or hereafter acquiredacquired by it, except:except for the following (collectively called "Permitted Liens"):
(a) Liens securing payment in favor of the Obligations, granted Agent for the benefit of the Issuing Lender and Lenders pursuant to any Loan Documentthis Agreement and the Related Documents;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted for current Taxes not delinquent or for Taxes being contested in good faith and described by appropriate proceedings and with respect to which adequate reserves are being maintained in clause (b) of Section 7.2.2accordance with GAAP;
(c) Liens shown on Schedule 11.2; -------------
(d) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to some obligations on surety or appeal bonds;
(e) Liens of mechanics, carriers, materialmen and other like Liens arising in the ordinary course of business in respect of obligations which are not delinquent or which are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;
(f) Liens arising in the ordinary course of business for sums being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, or for sums not due, and in either case not involving any deposits or advances for borrowed money or the deferred purchase price of property or services;
(g) Liens on Settlement Accounts securing obligations of the Borrower or any of its Subsidiaries under Settlement Agreements with Settlement Banks; provided that the aggregate amount of all deposits subject to such -------- Liens does not at any time exceed $40,000,000;
(h) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, interests on any property acquired or held by any Subsidiary in the ordinary course of businessParent, the Borrower or its Subsidiaries (including property acquired pursuant to an Acquisition), securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such -------- ---- property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof10,000,000; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred Other Liens not of the type described in the ordinary course of business which, foregoing clauses ------- (a) through (h) securing Indebtedness in the aggregate, do an aggregate principal amount not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and --- --- to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or exceed at any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the one time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2outstanding $2,500,000.
Appears in 1 contract
Sources: Credit Agreement (Nova Corp \Ga\)
Liens. The Borrower will notIncur, and will not create or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon Lien, charge or other encumbrance of any of its property, revenues nature whatsoever with respect to any property or assets, whether assets now owned or hereafter acquiredacquired by BREED or any Subsidiary, except:other than Liens created in favor of the Agent and the Lenders under the Loan Documents and the following (collectively, the "Permitted Liens"):
(a) Liens securing payment existing as of the Obligations, granted pursuant to any Loan Documentdate hereof and as set forth in Schedule 7.7;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held imposed by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens law for taxes, assessments or other governmental charges of any Governmental Authority for claims not yet due or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings diligently conducted and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been set aside on its books;GAAP.
(ec) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred other Liens imposed by law or created in the ordinary course of business and in existence less than 90 days from the date of creation thereof for sums amounts not overdue yet due or which are being diligently contested in good faith by appropriate proceedings diligently conducted and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been set aside on its booksGAAP;
(d) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts;
(e) purchase money Liens to secure Indebtedness permitted under Section 9.4(e) and incurred to purchase fixed assets, provided such Indebtedness represents not less than 75% and not more than 100% of the purchase price of such assets as of the date of purchase thereof and no property other than the assets so purchased secured such Indebtedness;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business arising in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, Capital Leases permitted under Section 9.4(f) provided that no such Lien shall extend to any Collateral or to secure performance of tenders, statutory obligations, leases and contracts (any other property other than for borrowed money) entered into in the ordinary course of business or assets subject to secure obligations on surety or appeal bondssuch Capital Leases;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full easements (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended including reciprocal easement agreements and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsutility agreements), rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or encumbrances incurred in (whether or not recorded), which do not interfere materially with the ordinary course conduct of the business which, in the aggregate, of BREED or any Subsidiary and which do not materially detract from the value of the property subject thereto to which they attach or interfere with materially impair the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and use thereof to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower BREED or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesSubsidiary;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; [INTENTIONALLY OMITTED];
(c) Liens securing to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2;
(cd) purchase money security interests, in addition to, Liens granted by the Borrower or any of its Subsidiaries to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in (x) clause (jd)(i) hereofof Section 7.2.2; provided, on any property acquired or held by any Subsidiary that the obligations secured thereby do not exceed in the ordinary course aggregate $5,000,000 at any time outstanding and (y) clause (d)(ii) of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertySection 7.2.2 owed by Subsidiaries which are not Guarantors to non-Affiliates; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to obligations secured thereby do not exceed $7,500,000 in the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not aggregate at any one time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)outstanding;
(de) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens of carriers, warehousemen, mechanics, repairmen, materialmen and landlords or other like liens incurred by the Borrower or any of its Subsidiaries in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(eg) Liens incurred by the Borrower or any of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred Subsidiaries in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(gh) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(hi) Liens in existence on the Sixth Amended with respect to recorded minor imperfections of title and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value of or materially impair the property subject thereto use by the Borrower or interfere with any such Subsidiary in the ordinary conduct course of the their business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities leases or subleases granted by the Borrower or any of its Subsidiaries to any other Person in the amount and to the extent permitted by subsection 7.2.2(f)ordinary course of business;
(k) Liens on property leased in the nature of trustees’ Liens granted pursuant to any indenture governing any Indebtedness permitted by the Borrower or any Subsidiary or other interest or title Section 7.2.2, in each case in favor of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor trustee under such leases;indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; and
(l) until the occurrence of the Trigger Date, Liens on property granted by ▇▇.▇▇▇ or its Subsidiaries to secure payment of a Target which exist at Indebtedness of the time such Target becomes the subject type permitted and described in clause (l) of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.37.2.2; and
(m) until the occurrence of the Trigger Date, Liens on Capital Securities of ▇▇.▇▇▇ granted by the assets Borrower to secure payment of NovaMed Indebtedness of New Albany securing the Indebtedness type permitted by and described in clause q (l) of Section 7.2.2.
Appears in 1 contract
Sources: Credit Agreement (Weight Watchers International Inc)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted ▇▇▇▇▇ created pursuant to any Loan Documentthe Security Documents securing the Secured Obligations;
(b) until Liens existing on the date of Sixth Amendment Effective Date and, to the initial Borrowing; Liens securing payment of Indebtedness of extent the type permitted and described in clause (b) of Section 7.2.2individual amount thereof exceeds $5,000,000, set forth on Schedule 7.1(b);
(c) purchase money security interestsLiens of any Covenant Entity for Taxes, in addition to, and which are not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired overdue for a period of more than 30 days or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings; provided that the appropriate reserves required pursuant to GAAP have been made in respect thereof;
(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens of any Covenant Entity arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than 60 days, or if more than 60 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Liens or (ii) which are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Covenant Entity to the extent required in accordance with GAAP shall have been set aside on its booksGAAP;
(e) Liens encumbering property of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course any Covenant Entity consisting of business for sums not overdue (i) pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyany Lien imposed by ERISA and (ii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Covenant Entity;
(f) deposits to secure obligations on surety or the performance and payment of bids, trade contracts, governmental contracts, licenses and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, completion guarantees, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full easements (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsincluding reciprocal easement agreements), rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, and minor title defects affecting real property that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property Covenant Entities;
(h) Liens of any Covenant Entity securing judgments for the payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 8.1(h);
(i) Liens of any Covenant Entity securing Indebtedness permitted under Section 7.2(f); provided that (i) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the Person which is property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to any Capitalized Lease, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Lease; provided further that individual financings of equipment permitted to be secured hereunder provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms;
(j) leases, licenses, subleases or sublicenses and Liens on the property covered thereby (including real property and intellectual property), in connection with Capitalized Lease Liabilities each case, granted to others by any Covenant Entity in the amount and to ordinary course of business which do not (i) interfere in any material respect with the extent permitted by subsection 7.2.2(f)business of any Covenant Entity taken as a whole, or (ii) secure any Indebtedness;
(k) Liens of any Covenant Entity (i) of a collection bank (including those arising under Section 4-210 of the UCC) on property leased by the Borrower items in the course of collection or any Subsidiary (ii) in favor of a banking or other interest financial institution arising as a matter of law encumbering deposits or title other funds maintained with a financial institution (including the right of set off) and which are within the lessor under operating leases securing obligations of general parameters customary in the Borrower or such Subsidiary to the lessor under such leasesbanking industry;
(l) Liens of any Covenant Entity (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.3(j), (n), (w) or (x) to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Target which exist at the time Disposition permitted (or that is required to be permitted as a condition to closing such Target becomes the subject of a Permitted Acquisition Disposition) under Section 7.5 (other than Section 7.5(e)), in each case, solely to the extent such Liens are otherwise Investment or Disposition, as the case may be, would have been permitted pursuant to this Section 7.2.3; andon the date of the creation of such Lien;
(m) Liens in favor of any Covenant Entity securing Indebtedness permitted under Section 7.2(e) (provided that, solely with respect to Indebtedness required to be Subordinated Debt under Section 7.2(e), such Lien shall be expressly subordinated to the Liens on the Collateral securing the Obligations to the same extent);
(n) Liens of any Covenant Entity existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Covenant Entity (other than by designation as a Restricted Subsidiary pursuant to Section 10.22), in each case after the Sixth Amendment Effective Date and in accordance with the terms of Section 7.2(g)(i)(B); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Covenant Entity, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.2(g)(i)(B);
(o) any interest or title of a lessor or sublessor under leases or subleases entered into by any Covenant Entity in the ordinary course of its business;
(p) Liens arising out of conditional sale, title retention, hire, purchase, consignment or similar arrangements for sale of goods permitted hereunder entered into by any Covenant Entity in the ordinary course of its business;
(q) Liens of any Covenant Entity that are contractual rights of set off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Covenant Entity to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Person or (iii) relating to purchase orders and other agreements of any Covenant Entity entered into with customers of such Person in the ordinary course of its business;
(r) Liens of any Covenant Entity arising from precautionary UCC financing statement filings that do not secure Indebtedness;
(s) Liens of any Covenant Entity on insurance policies and the proceeds thereof securing any financing of the premiums with respect thereto permitted under the terms of this Agreement;
(t) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of business of the Covenant Entities, taken as a whole;
(u) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i), (n) and (x) of this Section 7.1; provided that (i) the Lien does not extend to any additional property other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof, (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.2 and is not increased, (iii) such Liens are not extended to secure any other obligations or Indebtedness and (iv) in the case of clause (x) of this Section 7.1, such Lien shall continue to be subject to the applicable Intercreditor Agreement;
(v) Liens on assets or property of a Non-Loan Party securing Indebtedness of such Non-Loan Party permitted to be incurred by Section 7.2;
(w) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Covenant Entity in connection with any letter of intent or purchase agreement permitted hereunder;
(x) Liens of any Covenant Entity securing Indebtedness permitted to be incurred under Section 7.2(b), (g)(i)(A), (g)(ii) (in respect of Indebtedness incurred under Section 7.2(g)(i)(A)), (q) or (t), provided that such Liens on the Collateral may either be pari passu with the Lien securing the Obligations or ranking junior to the Lien securing the Obligations (but, to the extent such Indebtedness is incurred by a Covenant Entity that is a Loan Party, it may not be secured by any assets that are not Collateral) and in any such case, the beneficiary thereof (or agent on their behalf) shall become party to an Intercreditor Agreement with the Administrative Agent;
(y) other Liens of any Covenant Entity securing Indebtedness or other obligations of any Covenant Entity which Indebtedness or other obligations, when added together with all other Indebtedness and other obligations that are secured by Liens that are permitted to exist under this clause (y) do not exceed in an aggregate outstanding principal amount for all such Covenant Entities the greater of (i) $210,000,000 and (ii) 2.0% of Consolidated Total Assets; provided that, if such Liens secure any Indebtedness for borrowed money, such Liens on the Collateral may either be pari passu with the Lien securing the Obligations or ranking junior to the Lien securing the Obligations (but, to the extent such Indebtedness is incurred by a Covenant Entity that is a Loan Party, it may not be secured by any assets that are not Collateral) and in any such case, the beneficiary thereof (or agent on their behalf) shall become party to an Intercreditor Agreement with the Administrative Agent; provided that, for avoidance of doubt, Liens on the Collateral that are permitted to exist pursuant to this clause (y) and that secure obligations that are not Indebtedness for borrowed money may not be senior to the Liens securing the Obligations;
(z) Liens on equipment of any Covenant Entity and located on the premises of any client or supplier in the ordinary course of business;
(aa) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement, in each case only to the extent such encumbrances or restrictions do not secure Indebtedness;
(bb) Liens on (i) the Securitization Assets arising in connection with a Qualified Securitization Financing or (ii) the Receivables Assets arising in connection with a Receivables Facility;
(cc) restrictions on the transfer of assets of NovaMed any Covenant Entity imposed by the Communications Laws;
(dd) licenses of New Albany securing patents, trademarks and other intellectual property rights granted by any Covenant Entity in the Indebtedness ordinary course of business to any Covenant Entity; and
(ee) customary Liens arising out of Tax Advantaged Transactions otherwise permitted by this Agreement; provided that (i) such Liens only apply to the specific real property, equipment or other related assets that are the subject of such Tax Advantaged Transactions (and any additions, accessions, improvements and replacements thereof, customary deposits in connection therewith and proceeds and products therefrom) and, for the avoidance of doubt do not encumber any FCC License, (ii) such Liens do not interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries and (iii) the fair market value of the assets encumbered pursuant to this clause q (ee) does not exceed at any time an aggregate amount equal to the greater of Section 7.2.2$525,000,000 and 5.0% of Consolidated Total Assets at the time of incurrence thereof.
Appears in 1 contract
Sources: Credit Agreement (Gray Media, Inc)
Liens. The Borrower will notIncur, and will not create or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon of any of its property, revenues nature whatsoever with respect to any property or assets, whether assets now owned or hereafter acquiredacquired by the Borrower or any of its Subsidiaries, except:in each case to secure Indebtedness, other than
(ai) Liens securing payment existing as of the Obligations, granted pursuant to any Loan Documentdate hereof and as set forth in Schedule 8.3 attached hereto;
(bii) until the date Liens imposed by law for taxes, assessments or charges of the initial Borrowing; any Governmental Authority for claims not yet due or payable and Liens securing payment of Indebtedness of the type permitted for judgments or levies, in each case which are being contested in good faith by appropriate proceedings diligently pursued and described with respect to which adequate reserves or other appropriate provisions are being maintained in clause (b) of Section 7.2.2accordance with GAAP;
(ciii) purchase money security interestsstatutory Liens of landlords and Liens of carriers, in addition towarehousemen, mechanics, materialmen, laborers, employees or suppliers and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired other Liens imposed by law or held by any Subsidiary created in the ordinary course of business, securing Indebtedness incurred business and in existence less than 120 days from the date of creation thereof for amounts not yet due or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been set aside on its booksGAAP;
(eiv) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred or deposits made in the ordinary course of business for sums not overdue (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance, old age pensions and other types of social security or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens retirement benefits or to secure the performance of tenders, bids, leases, contracts (other than any Lien imposed by ERISA) incurred for the repayment of Indebtedness), self insurance general liability insurance programs, public or statutory obligations, stay, surety and appeal bonds posted in the ordinary course of business, letters of credit issued in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or and other forms of governmental insurance or benefitssimilar obligations, or to secure performance arising as a result of tenders, statutory obligations, leases and progress payments or partial payments under government contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondssubcontracts;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsLiens on property existing at the time of purchase thereof by the Borrower or a Subsidiary and not incurred in connection with, or in contemplation of, such acquisition and (ii) easements (including, without limitation, reciprocal easement agreements and utility agreements), licenses, rights of others for rights-of-way, restrictions utilities, sewers, electric lines, telephone or telegraph lines and similar purposes, irregularities in title, covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or encumbrances incurred in (whether or not recorded), which do not interfere materially with the ordinary course conduct of the business which, in of the aggregate, Borrower or any Subsidiary and which do not materially detract from the value of the property subject thereto to which they attach or interfere with materially impair the ordinary conduct of use thereof to the business of the property of the Person which is subject theretoBorrower or any Subsidiary;
(jvi) Liens on real property and improvements securing (A) Mortgage Facilities of the Borrower or any Guarantor in connection with Capitalized Lease Liabilities in an aggregate principal amount not to exceed $500,000,000 at any time outstanding and (B) Rate Hedging Obligations related to such Mortgage Facilities (which Rate Hedging Obligations are owed to any of the respective lenders under such Mortgage Facilities and secured by the same assets as such Mortgage Facilities), provided that the amount of Indebtedness under any Mortgage Facility does not exceed eighty-five percent (85%) of the fair market value of the real property and improvements securing such Indebtedness as of the date such Liens are granted on such real property and improvements;
(vii) Liens to secure the refinancing of any Indebtedness described on Schedule 8.3 to the extent such Liens encumber substantially the same assets in substantially the same manner as the Liens securing the debt being refinanced or to the extent such Liens constitute Liens permitted under this Section 8.3; and any extension, renewal, refinancing or replacement in whole or in part of any Lien described in the foregoing clauses (i) through (vi) so long as no additional collateral is granted as security;
(viii) Liens on claims of the Borrower or any Subsidiary against Persons renting or leasing Vehicles, Persons damaging Vehicles or Persons issuing applicable insurance coverage for such Persons, which claims relate to damage to Vehicles, to the extent that such damage exceeds the renter’s or lessee’s collision damage waiver limitation or insurance deductible;
(ix) Liens securing Vehicle Receivables Indebtedness and Vehicle Secured Indebtedness and Rate Hedging Obligations related to such Indebtedness, which Rate Hedging Obligations are owed to any of the respective lenders of such Indebtedness and secured by subsection 7.2.2(fthe same assets as such Indebtedness;
(x) Liens incurred in compliance with Section 4.8 or Section 9.1(B);
(kxi) Liens on property leased Margin Capital Stock that is held by the Borrower as treasury stock;
(xii) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings;
(xiii) Liens arising from UCC financing statement filings (or similar filings) regarding or otherwise arising under leases entered into in the ordinary course of business by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or its Subsidiaries; provided that such Subsidiary Liens attach only to the lessor property being leased under such leases;
(lxiv) Liens existing on any property or asset of any Person that becomes a Subsidiary or is merged with or into or consolidated with the Borrower or any Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary or is merged with or into or consolidated with the Borrower or any Subsidiary (and on improvements, leases, installations, developments, repairs, renewals, replacements, additions, general intangibles, accessions, and proceeds related thereto); provided that (i) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary, (ii) such Lien shall not have been created in contemplation of such acquisition, merger or consolidation and (iii) such Lien and any replacements thereof shall secure only those commitments and obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary or is merged with or into or consolidated with the Borrower or any Subsidiary, as the case may be, and extensions, renewals, substitutions, refinancings and replacements thereof that do not increase the commitments and obligations thereunder, plus any accreted amount, unpaid accrued interest, premium, underwriting discount, and any other fees, commissions and expenses incurred in connection therewith;
(xv) Liens on property, plant and equipment acquired, constructed, leased, installed, repaired, developed or improved by the Borrower or any Subsidiary; provided that (i) such security interests and the Indebtedness secured thereby are initially incurred prior to or within 270 days after such acquisition or the completion of such construction, lease, installation, repair, development or improvement, (ii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing, leasing, installing, repairing, developing or improving such property, plant and equipment and (iii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary (other than improvements, installations, repairs, developments, renewals, replacements, additions and accessions of or to such property);
(xvi) and Liens securing Indebtedness of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition Subsidiary owing to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Borrower or any other Subsidiary; and
(mxvii) (A) Liens not otherwise permitted hereby securing Indebtedness of the Borrower and its Subsidiaries so long as, on the assets date any such Lien is granted, after giving effect to such Indebtedness, the aggregate principal amount of NovaMed Indebtedness secured by Liens (other than Liens permitted by clauses (i) through (xvi) of New Albany securing this Section 8.3) shall not exceed 15% of Consolidated Tangible Assets calculated as of the date of the creation or incurrence of the Lien and (B) Liens that extend, renew, substitute, replace or refinance (including successive extensions, renewals, substitutions, replacements or refinancings), in whole or in part, any Lien permitted pursuant to clause (xvii)(A) of this Section 8.3; provided that the Indebtedness permitted secured by clause q any such Lien is in an aggregate outstanding principal amount not greater than the aggregate principal amount of Section 7.2.2the Indebtedness secured by the Lien which is being extended, renewed, substituted, replaced or refinanced, plus any accreted amount, unpaid accrued interest, premium, underwriting discount, and any other fees, commissions and expenses incurred in connection therewith.
Appears in 1 contract
Sources: Credit Agreement (Autonation, Inc.)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to ----- exist any Lien upon on any of its property, revenues Assets or assetsany portion thereof, whether now owned or hereafter acquired, except:other than as follows (each a "Permitted Lien"):
(a) Liens securing payment in favor of the Obligations, granted pursuant to any Loan Document;
Lender (or for the benefit of the Lender) under this Agreement and the other Related Documents; (b) until the date of the initial Borrowingexisting Liens, and other matters affecting title, listed on Schedule 7.2 hereto; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interestsLiens for Taxes and governmental charges and levies not delinquent, in addition towhich are being Properly Contested or which are the obligation of Citadel Cinemas or any of its Affiliates to pay pursuant to the Operational Agreements; (d) mechanics', and not in limitation ofworkers', the Capitalized Lease Liabilities described in clause (j) hereofmaterialmen's, on any property acquired warehousemen's, operators', carriers', or held by any Subsidiary other like Liens arising in the ordinary and normal course of business, securing Indebtedness incurred business with respect to obligations which are not overdue for a period of more than thirty (30) days or assumed for which are being Properly Contested by the purpose of financing all or any part of the cost of acquiring such propertyBorrower; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business deposits in connection with workmen’s workers' compensation, unemployment insurance or and other forms of governmental insurance or benefits, or social security legislation; (f) deposits to secure the performance of tendersbids, statutory obligations, leases and trade contracts (other than for borrowed money) entered into ), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary and normal course of business or to secure obligations on surety or appeal bonds;
the Borrower's business; (g) judgment extensions, renewals and replacements of Liens described in existence less than 30 days after paragraph (b) hereof, provided that such extension, renewal or replacement Lien is limited to the entry thereof property covered by the Lien so extended, renewed or with respect replaced and does not secure any Indebtedness or amount that is in excess of that secured immediately prior to which execution has been stayed such extension or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
renewal; (h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions restrictions, imperfections in title, liens, charges and other similar encumbrances on owned or leased real property, landlord's and lessor's Liens under any of the Site Leases, restrictions under federal and state securities laws on the transfer of securities and other restrictions not securing Indebtedness that are incurred in the ordinary and normal course of business whichbusiness, all of which (other than landlord's or lessor's Liens under the Site Leases), in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or interfere with will not have a Material Adverse Effect; (i) Liens created by the ordinary conduct of the business of the property of the Person which is Nationwide Agreement (subject thereto;
to Section 7.3 hereof) or Liens to secure Indebtedness permitted to exist pursuant to Section 7.3 hereof; (j) Liens in connection with Capitalized Lease Liabilities in not created by the amount Borrower, Citadel Cinemas or any of its Affiliates which are being Properly Contested; and to the extent permitted by subsection 7.2.2(f);
(k) Liens placed on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations Assets of the Borrower by, or such Subsidiary to the lessor under such leases;
(l) Liens on property of arising from, a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent Tenant Event, whether or not such Liens are otherwise permitted to exist pursuant to the terms of the Operational Agreements; provided, however, that the fact that a Lien described in any of foregoing clauses other than clause (k) above is a Permitted Lien for purposes of this Section 7.2.3Agreement does not affect Citadel Cinemas's rights or the Borrower's obligations as landlord pursuant to the Lease Agreement if Citadel Cinemas properly exercises its Purchase Option thereunder; and
provided, further, however, that the Liens described in paragraphs (md), (e) and (f) shall only constitute Permitted Liens in the event that Citadel Cinemas or any of its Affiliates either has requested that the Borrower allow such Liens to be incurred or permitted to exist on the assets Borrower's Assets or has failed to perform any obligation under any of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Operational Agreements and as a result thereof, the Borrower, in its reasonable discretion, creates, incurs, assumes or permits to exist such Liens.
Appears in 1 contract
Liens. The Borrower Parent will not, and will not permit or cause any of its ----- Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist exist, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquired, except:or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, or agree to do any of the foregoing, other than the following (collectively, "Permitted Liens"):
(ai) Liens securing payment of created under the Obligations, granted pursuant to any Loan DocumentSecurity Documents;
(bii) until Liens in existence on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2set forth on SCHEDULE 8.3;
(ciii) purchase money security interestsLiens imposed by law with respect to property or assets of the Borrower and its Subsidiaries, in addition tosuch as Liens of carriers, warehousemen, mechanics, materialmen and landlords, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its booksGenerally Accepted Accounting Principles (if so required);
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fiv) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under SECTION 9.1(j)) with respect to property or assets of the Borrower and its Subsidiaries incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(gv) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in existence less than 30 good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles (if so required);
(vi) Liens securing the Purchase Money Indebtedness permitted under clause (xi) of SECTION 8.2, provided that the aggregate principal -------- amount at any time outstanding of all Indebtedness secured by such Liens, when combined with the aggregate amount of all other unsecured Indebtedness outstanding at such time incurred pursuant to clause (xi) of SECTION 8.2, does not exceed $10,000,000, and provided further that any such Lien (i) -------- ------- shall attach to such property concurrently with or within twenty (20) days after the entry acquisition thereof by the Borrower or with respect such Subsidiary, (ii) shall not exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to which execution has been stayed the Borrower or such Subsidiary and (iii) shall not encumber any other property of the payment Borrower or any of which is bonded its Subsidiaries; and the replacement, extension or covered in full (renewal of any such Lien, provided that -------- such replacement, extension or renewal Lien shall not extend to or cover any property other than the property subject to a customary deductible) such Lien immediately prior to such replacement, extension or renewal, and provided further that the -------- ------- Indebtedness secured by insurance maintained with responsible insurance companiessuch replacement, extension or renewal Lien is permitted under this Agreement;
(hvii) any attachment or judgment Lien not constituting an Event of Default under SECTION 9.1(i) that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles (if so required);
(viii) Liens arising from the filing, for notice purposes only, of financing statements in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; andrespect of operating leases;
(iix) easementsLiens arising by operation of law in favor of depositary banks and collecting banks, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretobusiness;
(jx) Liens in connection with Capitalized Lease Liabilities in consisting of restrictions on the amount transfer of securities pursuant to applicable federal and to the extent permitted by subsection 7.2.2(f)state securities laws;
(kxi) Liens on interests of lessors and licensors under leases and licenses to which the Borrower or any of its Subsidiaries is a party;
(xii) with respect to any real property leased occupied by the Borrower or any Subsidiary or other interest or of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances on title that do not materially impair the use of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3for its intended purposes; and
(mxiii) Liens on in favor of the assets trustee or agent under the Subordinated Note Indenture or any other agreement or indenture relating to Indebtedness of NovaMed the Borrower permitted under clause (ii) of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2SECTION 8.2, covering sums required to be deposited with such trustee or agent thereunder.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; [INTENTIONALLY OMITTED];
(c) Liens securing granted prior to June 4, 1996 to secure payment of Indebtedness of the type permitted and described in clause CLAUSE (bc) of Section SECTION 7.2.2;
(cd) purchase money security interests, in addition to, Liens granted to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause CLAUSE (jd) hereofof SECTION 7.2.2; PROVIDED, on any property acquired or held by any Subsidiary that the obligations secured thereby do not exceed in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not aggregate $35,000,000 at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)outstanding;
(de) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens of carriers, warehousemen, mechanics, repairmen, materialmen and landlords or other like liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(eg) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(gh) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(hi) Liens in existence on the Sixth Amended with respect to recorded minor imperfections of title and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value of or materially impair the property subject thereto use by the Borrower or interfere with any such Subsidiary in the ordinary conduct course of the their business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities leases or subleases granted by the Borrower or any of its Subsidiaries to any other Person in the amount and to the extent permitted by subsection 7.2.2(f)ordinary course of business;
(k) Liens on property leased in the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by the Borrower or any Subsidiary or other interest or title SECTION 7.2.2, in each case in favor of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor trustee under such leases;indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; and
(l) Liens on property Accounts of a Target which exist at Receivables Co. created in connection with the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Receivables Transaction.
Appears in 1 contract
Sources: Credit Agreement (Keebler 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 any of its propertyproperties, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; , Liens securing payment of the Indebtedness of the type permitted and described in clause (b) of ---------- Section 7.2.2;; -------------
(c) purchase money security interests, in addition to, Liens granted prior to the Effective Date to secure payment of the Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause (jc) hereofof Section 7.2.2, on any property acquired or held by any Subsidiary ---------- ------------- which Liens are described in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part Item 7.2.2(c) of the cost of acquiring such propertyDisclosure Schedule; provided that -------------
(id) any such Lien attaches Liens granted to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount secure payment of the Indebtedness which is outstanding of the type permitted and which is secured by any described in clause (e) of Section 7.2.2 and all covering only those ---------- ------------- assets acquired with the proceeds of such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness;
(de) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ef) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fg) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(gh) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsother Liens, rights-of-way, restrictions and other similar encumbrances incurred securing Indebtedness (but not any Subordinated Debt) in the ordinary course of business which, in the aggregate, do an aggregate amount not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2exceeding $5,000,000.
Appears in 1 contract
Sources: Credit Agreement (One Source Telecommunications Inc)
Liens. The Each of the Borrower and each Designated Guarantor will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the ObligationsObligations or any Hedging Obligations owed to any Lender or any Affiliate of any Lender, granted pursuant to any Loan Document;
(b) until [INTENTIONALLY OMITTED];
(c) Liens granted prior to the date of the initial Borrowing; Liens securing Closing Date to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2;
(cd) purchase money security interests, in addition to, Liens granted to secure payment of Indebtedness of the type permitted and not in limitation of, the Capitalized Lease Liabilities described in clause (je) hereof, on any property of Section 7.2.2 and covering only those assets acquired or held by any Subsidiary in with the ordinary course proceeds of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness;
(de) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ef) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fg) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(gh) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiescompanies of the nature described in Section 7.1.4;
(hi) Liens granted by the Borrower in existence favor of Pharmacy Fund (A) securing the recourse obligations owing to Pharmacy Fund pursuant to the Rapid Remit Program for rejected or adjusted Prescription Receivables, (B) consisting of the right of set-off granted to Pharmacy Fund in connection with rejected or adjusted receivables, other payments owing to Pharmacy Fund and administrative fees and expenses pursuant to the Rapid Remit Program and (C) consisting of precautionary liens on receivables, chattel paper, general intangibles and the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect proceeds thereof directly related to any extensions or renewals thereofthe Rapid Remit Program; and
(ij) Liens with respect to minor imperfections of title and easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value of or materially impair the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased use by the Borrower or any Subsidiary or other interest or title of its Subsidiaries in the ordinary course of their business of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2thereto.
Appears in 1 contract
Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, or enter into or suffer to exist any agreement or restriction that prohibits or conditions the creation, incurrence or assumption of, any Lien upon or with respect to any part of its property, revenues property or assets, whether now owned or hereafter acquired, exceptor agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”):
(i) Liens in favor of the Lender:
(aii) Liens securing payment of in existence on the Obligations, granted pursuant to any Loan DocumentEffective Date and set forth on Schedule 7.3 and all renewals and replacements thereof;
(biii) until the date Liens imposed by law, such as Liens of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted carriers, warehousemen, mechanics, materialmen and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition tolandlords, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens incurred in the ordinary course of business, securing Indebtedness incurred business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its booksGenerally Accepted Accounting Principles;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fiv) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(i)) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, leases surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety of Insurance Subsidiaries under insurance policies or appeal bondscontracts issued by Insurance Subsidiaries as to which they are parties, including reinsurance agreements;
(gv) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in existence less than 30 days after the entry thereof or good faith by appropriate proceedings and for which adequate reserves have been established in accordance with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesGenerally Accepted Accounting Principles;
(hvi) Liens in existence on the Sixth Amended connection with pledges and Restated Effective Date deposits made pursuant to statutory and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred regulatory requirements of Insurance Regulatory Authorities by an Insurance Subsidiary in the ordinary course of business whichits business, for the purpose of securing regulatory capital or satisfying other financial responsibility requirements;
(vii) Liens upon cash, United States government and agency securities and other investments of Borrower and its Subsidiaries, securing obligations incurred in connection with reverse repurchase transactions, Federal Home Loan Bank borrowings and other similar investment management transactions;
(viii) Purchase money Liens upon real or personal property used by Borrower or any of its Subsidiaries in the aggregateordinary course of its business, do securing Indebtedness incurred solely to pay all or a portion of the purchase price thereof (including in connection with capital leases, and including mortgages or deeds of trust upon real property and improvements thereon), provided that the aggregate principal amount at any time outstanding of all Indebtedness secured by such Liens does not materially detract from exceed an amount equal to 5% of the value of the property subject thereto or interfere total assets of Borrower and its Subsidiaries at such time, determined on a consolidated basis in accordance with the ordinary conduct Generally Accepted Accounting Principles as of the business date of the financial statements of Borrower and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any time prior to the initial delivery of financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), and provided further that any such Lien (i) shall attach to such property concurrently with or within ten (10) days after the acquisition thereof by Borrower or such Subsidiary, (ii) shall not exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to Borrower or such Subsidiary and (iii) shall not encumber any other property of the Person which is subject theretoBorrower or any of its Subsidiaries;
(jix) Liens in connection with Capitalized Lease Liabilities in the amount and on Vesta Margin Stock, to the extent permitted by subsection 7.2.2(fthe fair market value thereof does not exceed 25% of the fair market value of the assets of Borrower and its Subsidiaries (including Vesta Margin Stock);
(kx) Liens on Any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h) that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles;
(xi) With respect to any real property leased occupied by the Borrower or any Subsidiary or other interest or of its Subsidiaries, all easements, rights of way, licenses and similar encumbrances on title that do not materially impair the use of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3for its intended purposes; and
(mxii) Liens on in favor of the assets trustee or agent under any agreement or indenture relating to Indebtedness of NovaMed of New Albany securing the Indebtedness Borrower and its Subsidiaries permitted by clause q of Section 7.2.2under this Agreement, covering sums required to be deposited with such trustee or agent thereunder.
Appears in 1 contract
Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Significant Subsidiary to, directly or indirectly create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assetsproperty to secure Indebtedness for Borrowed Money, whether now owned or hereafter acquired, except:
: (a) Liens securing payment for taxes, assessments and other governmental charges not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the ObligationsBorrower or its Subsidiaries, granted pursuant to any Loan Document;
as the case may be, in conformity with GAAP; (b) until carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the date ordinary course of the initial Borrowingbusiness that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money pledges or deposits in connection with workers’ compensation, insurance and social security interestslegislation; - 84-
(d) deposits made to secure the performance of bids, in addition totenders, trade contracts, leases, statutory or regulatory obligations, surety and not in limitation ofappeal bonds, the Capitalized Lease Liabilities described in clause (j) hereofbankers acceptances, on any property acquired or held by any Subsidiary government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than each case excluding obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
; (g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(ie) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by Holdings, the Borrower or any of its Subsidiaries; (f)
(i) Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred to finance the acquisition of, construction of or improvement of fixed or capital assets in a principal amount not exceeding 110% of the cost of such acquisition, construction or improvement and (ii) Liens affecting property of a Person (other than a Non-Recourse Subsidiary) existing at the time it becomes a Subsidiary of the Borrower or at the time it merges into or consolidates with the Borrower or a Subsidiary of the Borrower or at the time of a sale, lease or other disposition of all or substantially all of the properties of such Person (other than a Non-Recourse Subsidiary) to the Borrower or any of its Subsidiaries; (g) Liens existing on the Amendment No. 2 Effective Date; (h) Liens created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) any Non-Facility Letter of Credit; (i) any landlord’s Lien or other interest or title of the a lessor under operating leases any lease or a licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed; (j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits; (k) Liens of or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with franchise agreements or Pole Agreements; (l) Liens arising from judgments or decrees not constituting an Event of Default under Section 8.1(i); (m) Liens arising under or in connection with any sale and leaseback transaction; (n) Liens on cash collateral securing obligations of the Borrower and its Subsidiaries in respect of Hedge Agreements that are not entered into for speculative purposes and letters of credit issued; (o) junior Liens on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or such Subsidiary any Guarantor, which Liens shall be subordinated to the lessor under such leases;
(l) Liens on property of a Target which exist at securing the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted Obligations pursuant to this Section 7.2.3a Junior Lien Intercreditor Agreement; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.- 85-
Appears in 1 contract
Sources: Credit Agreement (Cco Holdings LLC)
Liens. The Borrower and the Parent will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, Obligations granted pursuant to any Loan Document;
(b) until Liens granted to secure payment of Indebtedness described in clause (c) of Section 7.2.2 to the date extent such Liens are identified in Item 7.2.2(c) ("Ongoing Indebtedness") of the initial Borrowing; Disclosure Schedule;
(c) Liens securing granted to secure payment of the Indebtedness of the type permitted and described in clause (bh) of Section 7.2.2;
(c) purchase money security interests, in addition to, 7.2.2 and not in limitation of, covering only those assets acquired with the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course proceeds of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness;
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefitsbenefits (excluding any Liens in favor of a Pension Plan or PBGC), or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances incurred in the ordinary course of business or title defects which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3its Subsidiaries; and
(mi) Liens on in the assets Cash Collateral Account (as such term is defined in the Pay-Off Letter, dated as of NovaMed of New Albany securing August 29, 1997, among Citicorp USA, Inc., the Indebtedness permitted by clause q of Section 7.2.2other financial institutions party thereto, the Borrower, ▇▇▇▇▇▇ Pumps Inc. and VHC Inc.).
Appears in 1 contract
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 any of its property, revenues their respective properties or assets, whether now owned or hereafter acquired; provided, except:however, that the foregoing restriction and limitation shall not apply to the following Liens (such Liens, "Permitted Liens"):
(a) Liens securing payment taxes, assessments or governmental charges or levies, or the claims or demands of the Obligationsmaterialmen, granted pursuant to any Loan Documentmechanics, carriers, workmen, repairmen, warehousemen, landlords and other like Persons, that are not yet delinquent or that are being contested in accordance with Section 6.2 hereof;
(b) until other Liens (including pledges or deposits in accordance with workers compensation laws), incidental to the date conduct of its business or the initial Borrowing; Liens securing payment ownership of Indebtedness its property and assets, that are not incurred in connection with the borrowing of money or the type permitted obtaining of advances or credit, and described that do not in clause (b) the aggregate, with respect to Borrower and its Subsidiaries taken as a whole, materially detract from the value of Section 7.2.2their property or assets, or materially impair the use thereof in the operation of their business;
(c) purchase money security interestsattachment, judgment and other similar Liens arising in addition toconnection with judicial or administrative proceedings, and not in limitation ofprovided that execution or other enforcement of such Liens is effectively stayed, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is claims secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or thereby are being contested diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance conformity with GAAP shall have been set aside provided on its booksthe books of Borrower or such Subsidiary;
(d) Liens arising in connection with, and securing the cost of, the acquisition of equipment, provided, that such Lien attaches only to such equipment and is perfected concurrently with or within 90 days after the acquisition thereof (by purchase, construction or otherwise);
(e) Liens in favor of carriers, warehousemen, mechanics, materialmen the Agent and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksBanks;
(f) Liens (other than any Lien imposed granted by ERISA) incurred in the ordinary course special purpose Subsidiaries of business Borrower in connection with workmen’s compensationasset securitization transactions permitted hereunder, unemployment insurance or other forms of governmental insurance or benefits, or including existing Liens granted pursuant to secure performance of tenders, statutory obligations, leases the Existing Securitizations and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;Warehouse Facility; and
(g) judgment Liens in existence less than 30 days after specifically permitted under the entry thereof or with respect to which execution has been stayed Security Agreement or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Pledge Agreement.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Fifth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 1 contract
Sources: Credit Agreement (Novamed Inc)
Liens. (a) The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of the Borrowing Base Properties, whether now owned or hereafter acquired, except the following (collectively, "Permitted Liens"):
(i) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Borrower or the affected Subsidiaries, as the case may be, in accordance with GAAP;
(ii) carriers', warehousemen's, mechanics' (other than mechanic's liens shown in the title policies and title reports listed on Schedule VIII, which shall be deemed Permitted Liens), materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 60 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under clause (k) of Section 10;
(iii) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation;
(iv) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(v) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto or other encumbrances listed in title reports approved by the Administrative Agent pursuant to Section 7.03 that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;
(vi) Qualified Leases permitted under the terms of this Agreement; and
(vii) Qualified Ground Leases permitted under the terms of this Agreement.
(b) The Borrower will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assetsother Property, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to would cause a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Default hereunder.
Appears in 1 contract
Liens. The Borrower will notNot, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksand the execution or other enforcement of which is effectively stayed;
(eb) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics, mechanics and materialmen and landlords other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside and the execution or other enforcement of which is effectively stayed;
(c) Liens described on its booksSchedule 10.4 as of the Closing Date;
(d) (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by Borrower (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property; provided, that any such Lien attaches to such property within twenty (20) days of the acquisition thereof and attaches solely to the property so acquired;
(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $250,000 in the aggregate, arising in connection with court proceedings, provided, that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount Borrower and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3its Subsidiaries; and
(mg) Liens on arising under the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Loan Documents.
Appears in 1 contract
Liens. The Borrower will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan DocumentDocument (including any documents entered into in order to Cash Collateralize L/C Obligations);
(b) until Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the date books of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described applicable Person in clause (b) of Section 7.2.2accordance with GAAP;
(c) purchase money security interestscarriers’, in addition towarehousemen’s, and not in limitation ofmechanics’, the Capitalized Lease Liabilities described in clause (j) hereofmaterialmen’s, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments repairmen’s or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) like Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred arising in the ordinary course of business for sums which are not overdue for a period of more than 30 days or which are being diligently contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves in accordance with GAAP shall have been set aside respect thereto are maintained on its booksthe books of the applicable Person;
(fd) Liens (other than any Lien imposed by ERISA) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA;
(e) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, leases and contracts surety bonds (other than for borrowed money) entered into bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business business;
(f) any right which any municipal or governmental body or agency may have by virtue of any franchise, license, contract or status to purchase or designate a purchaser of, or order the sale of, any property of the Borrower or a Restricted Subsidiary upon payment of reasonable compensation therefor or to secure obligations on surety terminate any franchise, license or appeal bondsother rights or to regulate the property and business of the Borrower or a Restricted Subsidiary;
(g) judgment Liens any Liens, neither assumed by the Borrower or a Restricted Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in existence less than 30 days after or relating to real estate acquired by the entry thereof Borrower or with respect to which execution has been stayed a Restricted Subsidiary for sub-station, measuring station, regulating station, gas purification station, compressor station, transmission line, distribution line or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesright-of-way purposes;
(h) Liens easements or reservations in existence on any property of the Sixth Amended Borrower or a Restricted Subsidiary for the purpose of roads, pipe lines, gas transmission and Restated Effective Date distribution lines, electric light and listed on Schedule 7.2.3power transmission and distribution lines, but without giving effect to any extensions water mains and other like purposes, and zoning ordinances, regulations and restrictions which do not impair the use of such property in the operation of the business of the Borrower or renewals thereof; anda Restricted Subsidiary;
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoBorrower and its Restricted Subsidiaries taken as a whole;
(j) Liens in connection with Capitalized Lease Liabilities in securing judgments for the amount and payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to the extent permitted by subsection 7.2.2(f)such judgments;
(k) (i) Liens on securing Indebtedness in respect of Capital Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, provided that (A) such Liens do not at any time encumber any property leased other than the property financed by such Indebtedness, (B) the Borrower or any Subsidiary or other interest or title Indebtedness secured thereby does not exceed the cost of the lessor under operating leases property being acquired on the date of acquisition, and (C) such Liens attach to such property concurrently with or within 90 days after the acquisition thereof, and (ii) Liens securing obligations any refinancing (including successive refinancings) of such Indebtedness, provided that such Liens do not extend to additional property and the amount of the Indebtedness is not increased (except by an amount not to exceed fees, premiums and interest relating to such refinancing); provided further that the principal amount of the Indebtedness secured by Liens permitted by this clause (k) shall not in the aggregate at any time exceed 2.5% of the Total Capital of the Borrower or such Subsidiary to the lessor under such leasesand its Restricted Subsidiaries;
(l) Liens on property of a Target which exist Person existing at the time such Target becomes Person is merged with or into or consolidated with or acquired by the subject Borrower or any Restricted Subsidiary of a Permitted Acquisition to the extent Borrower; provided that such Liens are otherwise permitted pursuant were not granted in contemplation of, and were in existence prior to, such merger, consolidation or acquisition and do not extend to this Section 7.2.3; andany assets other than those of the Person merged into or consolidated with the Borrower or the Restricted Subsidiary that were encumbered prior to such merger, consolidation or acquisition;
(m) Liens on property existing at the assets time of NovaMed acquisition of New Albany the property by the Borrower or any Restricted Subsidiary of the Borrower; provided that such Liens were not granted in contemplation of, and were in existence prior to, the contemplation of such acquisition and no such Lien may encumber any other property of the Borrower or any Restricted Subsidiary;
(n) Liens incurred to refinance any Indebtedness of the Borrower or its Restricted Subsidiaries which has been secured by Liens otherwise permitted hereunder under clauses (l) and (m); provided that such Liens do not extend to any property other than the property securing the Indebtedness refinanced and the amount of the Indebtedness secured thereby is not increased (except by an amount not to exceed fees, premiums and interest relating to such refinancing);
(o) Liens on cash and cash equivalents granted pursuant to master netting agreements entered into in the ordinary course of business in connection with Swap Contracts; provided that (i) the transactions secured by such Liens are governed by standard International Swaps and Derivatives Association, Inc. documentation, and (ii) such Swap Contracts consist of derivative transactions contemplated to be settled in cash and not by physical delivery and are designed to minimize the risk of fluctuations in oil and gas prices with respect to the Borrower’s and its Restricted Subsidiaries’ operations in the ordinary course of its business;
(p) Liens pursuant to master netting agreements entered into in the ordinary course of business in connection with Swap Contracts, in each case pursuant to which the Borrower or a Restricted Subsidiary of the Borrower, as a party to such master netting agreement and as pledgor, pledges or otherwise transfers to the other party to such master netting agreement, as pledgee, in order to secure the Borrower’s or such Restricted Subsidiary’s obligations under such master netting agreement, a Lien upon and/or right of set off against, all right, title, and interest of the pledgor in any obligations of the pledgee owed to the pledgor, together with all accounts and general intangibles and payment intangibles in respect of such obligations and all dividends, interest, and other proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of the foregoing;
(q) Liens arising in the ordinary course of business under Oil and Gas Agreements to secure compliance with such agreements, provided that any such Lien referred to in this clause are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, and provided further that any such Lien referred to in this clause does not materially impair the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such property subject thereto, and provided further that such Liens are limited to property that is the subject of the relevant Oil and Gas Agreement;
(r) bankers’ Liens, rights of setoff and other similar Liens existing with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case arising in the ordinary course of business in favor of the bank or banks with which such accounts are maintained; and
(s) Liens not otherwise permitted by clause q this Section 7.01 securing Indebtedness of Section 7.2.2the Borrower or its Restricted Subsidiaries, provided that the aggregate outstanding principal amount of all such Indebtedness does not at any time exceed 15% of Consolidated Net Tangible Assets.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries other Obligor to, create, incur, assume or suffer to exist any Lien upon any of its propertyProperty, revenues or assets, whether now owned or hereafter acquired, except:except ("Permitted Liens"):
(a) Liens in favor of the Agent or any Lender securing payment of the Obligations, Obligations and granted pursuant to any Loan Document;
(b) until Restrictions on the date transfer of the initial Borrowing; Licenses or assets of such Person imposed by any of the Licenses as presently in effect or by the Communications Act;
(c) Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2;
(c) purchase money security interests, in addition to, 7.2.2 and not in limitation of, covering only those assets acquired with the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course proceeds of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Indebtedness;
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens reflected by Uniform Commercial Code financing statements filed in existence less than 30 days after respect of Capitalized Lease Liabilities permitted pursuant to Section 7.2.2(d) hereof and true leases of the entry thereof Borrower or with respect to which execution has been stayed or the payment any of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesits Subsidiaries;
(h) Liens Purchase money security interests securing Indebtedness in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect an aggregate principal amount not to exceed $500,000 at any extensions or renewals thereof; andtime outstanding;
(i) easementsEasements, rights-of-way, restrictions and other similar encumbrances incurred in on the ordinary course use of business which, in the aggregate, real property which do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of such Person or the property use of the Person which is subject theretosuch property;
(j) Liens securing indebtedness to EPX or any other third-party merchant processing services provider in connection with Capitalized Lease Liabilities EPX's or such third party's reserves against fees and potential chargebacks, in the an aggregate amount and not to the extent permitted by subsection 7.2.2(f);exceed $3,000,000 at any time outstanding, plus accrued interest.
(k) Liens on property leased with respect to $1,905,095.50 in cash, plus accrued interest, held by the Borrower or any Subsidiary or other interest or title Huntington Bank as of the lessor under operating leases securing obligations of the Borrower or Effective Date, as such Subsidiary amount may be reduced from time to the lessor under such leasestime;
(l) Liens permitted secured financings and secured debt existing on property the date of a Target the commencement of the Bankruptcy Case and identified in Item 7.2.3(l) ("Allowed Pre-Chapter 11 Liens") of the Disclosure Schedule, and which exist at are to be reinstated upon the time such Target becomes confirmation of the subject Plan of a Permitted Acquisition Reorganization pursuant to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3terms thereof; and
(m) Liens on the securing other Indebtedness in an aggregate principal amount not to exceed $10,000,000, provided that such Liens do not attach to assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.such Person which constitute "margin stock," as that term is defined in Regulation U.
Appears in 1 contract
Sources: Credit Agreement (Metrocall Inc)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and for Taxes not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired yet due or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount or validity of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings and for which proceedings, provided that adequate reserves with respect thereto are maintained in accordance conformity with GAAP shall have been set aside on its booksGAAP;
(eb) Liens of carriers’, warehousemen’s, mechanics’, materialmen and landlords incurred materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business for sums that are not overdue for a period of more than 30 days or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksproceedings;
(fc) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business pledges or deposits in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefits, or social security legislation;
(d) deposits to secure the performance of tendersbids, statutory obligations, leases and trade contracts (other than for borrowed money) entered into ), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business or to secure obligations on surety or appeal bondsbusiness;
(ge) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and (ii) other Liens encumbering any Commercial Real Estate Ownership Investment that do not secure Indebtedness for borrowed money or Indebtedness constituting seller financing;
(f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;
(g) Liens securing Indebtedness of the Person which Borrower or any Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition, construction or development of fixed or capital assets, provided that (i) such Liens shall be created within 270 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is subject theretonot increased;
(h) Liens created pursuant to the Security Documents;
(i) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased;
(j) Liens in connection with Capitalized Lease Liabilities in securing Indebtedness permitted under Section 7.2(f); provided that (i) such Liens do not at any time encumber any Collateral and (ii) such Liens do not at any time encumber any property other than the amount and to the extent permitted property financed by subsection 7.2.2(f)such Indebtedness;
(k) Liens on cash and Cash Equivalents securing obligations arising under Swap Agreements that are permitted pursuant to Section 7.11, provided that at no time shall the aggregate amount of cash and Cash Equivalents subject to such Liens exceed $20,000,000;
(l) Liens deemed to exist pursuant to Specified GAAP Reportable B Loan Transactions permitted pursuant to Section 7.2(i) solely to the extent encumbering the assets consisting of “A-Notes” related thereto;
(m) Liens securing Permitted Warehouse Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 7.2(j), solely to the extent encumbering (i) the Commercial Real Estate Debt Investments financed thereby or (ii) Capital Stock of the Permitted Warehouse Borrower pursuant to a Permitted Warehouse Equity Pledge;
(n) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8(h);
(o) any Lien existing on any property leased or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;
(p) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; provided that such liens, rights or remedies are not security for or otherwise related to Indebtedness;
(q) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings;
(r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesin connection with any acquisition permitted hereunder;
(lt) Liens on property not otherwise permitted by this Section so long as the aggregate outstanding principal amount of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition obligations secured thereby (as to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3Borrower and all Subsidiaries) does not exceed $10,000,000 at any one time; and
(mu) to the extent constituting a Lien, obligations restricting the sale or other transfer of assets pursuant to commercially reasonable “tax protection” (or similar) agreements entered into with limited partners or members of the Operating Partnership or of any other Subsidiary of the REIT Entity in a so-called “DownREIT Transaction”. provided that, notwithstanding the foregoing, in no event shall any Liens on (other than Liens permitted pursuant to clauses (a), (h), (n) and (u) above) encumber any of the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Collateral.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary Credit Party in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 5,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Third Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;; and
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries ----- Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) (i) Liens existing on the Closing Date and identified in Item 7.2.3(a)(i) ("Ongoing Liens") of the Disclosure Schedule and extensions and renewals thereof; provided, however, that no such extension or renewal -------- ------- shall increase the obligations secured by such Lien, extend such Lien to additional assets or otherwise result in a Default hereunder, and (ii) until the Closing Date, Liens securing Indebtedness identified in Item ---- 7.2.2(a)(ii) ("Indebtedness to be Paid") of the Disclosure Schedule; ------------
(b) Liens securing payment of the Obligations, Obligations or any obligation under any Rate Protection Agreement granted pursuant to any Loan Document;
(bc) until the date of the initial Borrowing; Liens securing granted to secure payment of Indebtedness of the type permitted and described in clause (bc) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);---------- -------------
(d) Liens for taxes, assessments or other governmental charges or levies levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen repairmen, materialmen, bankers, contractors, laborers and landlords or other like Liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, bids, statutory or regulatory obligations, insurance obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety surety, performance or appeal bondsbonds or other obligations of a like nature;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full by a bond or a letter of credit or (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) companies and Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3less than 30 days, but without giving effect which Liens secure any such bond or reimbursement obligation with respect to any extensions or renewals thereof; andsuch letter of credit;
(i) Liens with respect to minor imperfections of title and easements, rights-of-way, restrictions restrictions, reservations, permits, servitudes and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, on real property and fixtures which do not materially detract from the value or materially impair the use by the Borrower or any such Restricted Subsidiary in the ordinary course of their business of the property subject thereto thereto; and (ii) in the case of any property covered by a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by the Agents insuring the Mortgage (provided, however, that upon certification by the Borrower -------- ------- that an easement, right-of-way, restriction, reservation, permit, servitude or interfere with other similar encumbrance granted or to be granted by the Borrower or any such Restricted Subsidiary does not materially detract from the value of or materially impair the use by the Borrower or such Restricted Subsidiary in the ordinary conduct course of the its business of the property subject to or to be subject to such encumbrance, the Administrative Agent shall execute such documents as are reasonably requested to subordinate its Mortgage to such encumbrance);
(i) leases or subleases granted by the Borrower or any Restricted Subsidiary to any other Person in the ordinary course of the Person which is subject theretobusiness;
(j) Liens in connection with Capitalized Lease Liabilities the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 7.2.2, in each ------------- case in favor of the amount trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the extent permitted by subsection 7.2.2(f)terms thereof;
(k) Liens on property leased by of sellers of goods to the Borrower or any Subsidiary or other interest or title and the Restricted Subsidiaries arising under Article 2 of the lessor under operating leases UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing obligations of only the Borrower or unpaid purchase price for such Subsidiary to the lessor under such leasesgoods and related expenses;
(l) Liens on property securing Assumed Indebtedness of a Target which exist at the time such Target becomes Borrower and the subject of a Permitted Acquisition to the extent such Liens are otherwise Restricted Subsidiaries permitted pursuant to this clause (f) of Section 7.2.37.2.2; and---------- ------------- provided, however, that (i) any such Liens attach only to the property of -------- ------- the Subsidiary acquired, or the property acquired, in connection with such Assumed Indebtedness and shall not attach to any assets of the Borrower or any Restricted Subsidiaries theretofore existing or which arise after the date thereof (other than as proceeds of the property otherwise permitted to be subject to such Lien) and (ii) the Assumed Indebtedness and other secured Indebtedness of the Borrower and its Restricted Subsidiaries secured by any such Lien shall not exceed 100% of the fair market value of the assets being acquired in connection with such Assumed Indebtedness;
(m) Liens on the assets of NovaMed Foreign Subsidiaries of New Albany the Borrower securing the Indebtedness permitted by pursuant to clause q (h) or (i) of Section 7.2.2; ---------- --- -------------
(n) Liens on the Capital Stock of Unrestricted Subsidiaries securing Debt incurred by such Unrestricted Subsidiaries;
(o) Liens on cash and Cash Equivalent Investments constituting amounts applied to defease (including legal defeasance and covenant defeasance) Existing Senior Subordinated Notes;
(p) Liens on the cash proceeds of New Senior Subordinated Notes, and on Cash Equivalent Investments acquired with such proceeds, securing such New Senior Subordinated Notes pending application thereof to refinance, repay, repurchase or defease (including legal defeasance and covenant defeasance) Existing Senior Subordinated Notes
3.1. 1; and -------------
(q) other Liens securing Indebtedness in an aggregate principal amount not to exceed $3,000,000.
Appears in 1 contract
Sources: Credit Agreement (Advanstar Inc)
Liens. The Borrower will notIncur, and will not create or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon of any of its property, revenues nature whatsoever with respect to any property or assets, whether assets now owned or hereafter acquiredacquired by the Borrower or any of its Subsidiaries, except:in each case to secure Indebtedness, other than
(ai) Liens securing payment existing as of the Obligations, granted pursuant to any Loan Documentdate hereof and as set forth in Schedule 8.3 attached hereto;
(bii) until the date Liens imposed by law for Taxes, assessments or charges of the initial Borrowing; any Governmental Authority for claims not yet due or payable and Liens securing payment of Indebtedness of the type permitted for judgments or levies, in each case which are being contested in good faith by appropriate proceedings diligently pursued and described with respect to which adequate reserves or other appropriate provisions are being maintained in clause (b) of Section 7.2.2accordance with GAAP;
(ciii) purchase money security interestsstatutory Liens of landlords and Liens of carriers, in addition towarehousemen, mechanics, materialmen, laborers, employees or suppliers and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired other Liens imposed by law or held by any Subsidiary created in the ordinary course of business, securing Indebtedness incurred business and in existence less than 120 days from the date of creation thereof for amounts not yet due or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or are being diligently contested in good faith by appropriate proceedings and for with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP shall have been set aside on its booksGAAP;
(eiv) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred or deposits made in the ordinary course of business for sums not overdue (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance, old age pensions and other types of social security or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens retirement benefits or to secure the performance of tenders, bids, leases, contracts (other than any Lien imposed by ERISA) incurred for the repayment of Indebtedness), self insurance general liability insurance programs, public or statutory obligations, stay, surety and appeal bonds posted in the ordinary course of business, letters of credit issued in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or and other forms of governmental insurance or benefitssimilar obligations, or to secure performance arising as a result of tenders, statutory obligations, leases and progress payments or partial payments under government contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondssubcontracts;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsLiens on property existing at the time of purchase thereof by the Borrower or a Subsidiary and not incurred in connection with, or in contemplation of, such acquisition and (ii) easements (including, without limitation, reciprocal easement agreements and utility agreements), licenses, rights of others for rights-of-way, restrictions utilities, sewers, electric lines, telephone or telegraph lines and similar purposes, irregularities in title, covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or encumbrances incurred in (whether or not recorded), which do not interfere materially with the ordinary course conduct of the business which, in of the aggregate, Borrower or any Subsidiary and which do not materially detract from the value of the property subject thereto to which they attach or interfere with materially impair the ordinary conduct of use thereof to the business of the property of the Person which is subject theretoBorrower or any Subsidiary;
(jvi) Liens on real property and improvements securing (A) Mortgage Facilities of the Borrower or any Guarantor in connection with Capitalized Lease Liabilities in an aggregate principal amount not to exceed $500,000,000 at any time outstanding and (B) Rate Hedging Obligations related to such Mortgage Facilities (which Rate Hedging Obligations are owed to any of the respective lenders under such Mortgage Facilities and secured by the same assets as such Mortgage Facilities), provided that the amount of Indebtedness under any Mortgage Facility does not exceed eighty-five percent (85%) of the fair market value of the real property and improvements securing such Indebtedness as of the date such Liens are granted on such real property and improvements;
(vii) Liens to secure the refinancing of any Indebtedness described on Schedule 8.3 to the extent such Liens encumber substantially the same assets in substantially the same manner as the Liens securing the debt being refinanced or to the extent such Liens constitute Liens permitted under this Section 8.3; and any extension, renewal, refinancing or replacement in whole or in part of any Lien described in the foregoing clauses (i) through (vi) so long as no additional collateral is granted as security;
(viii) Liens on claims of the Borrower or any Subsidiary against Persons renting or leasing Vehicles, Persons damaging Vehicles or Persons issuing applicable insurance coverage for such Persons, which claims relate to damage to Vehicles, to the extent that such damage exceeds the renter’s or lessee’s collision damage waiver limitation or insurance deductible;
(ix) Liens securing Vehicle Receivables Indebtedness and Vehicle Secured Indebtedness and Rate Hedging Obligations related to such Indebtedness, which Rate Hedging Obligations are owed to any of the respective lenders of such Indebtedness and secured by subsection 7.2.2(fthe same assets as such Indebtedness;
(x) Liens incurred in compliance with Section 4.8 or Section 9.1(B);
(kxi) Liens on property leased Margin Capital Stock that is held by the Borrower as treasury stock;
(xii) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings;
(xiii) Liens arising from UCC financing statement filings (or similar filings) regarding or otherwise arising under leases entered into in the ordinary course of business by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or its Subsidiaries; provided that such Subsidiary Liens attach only to the lessor property being leased under such leases;
(lxiv) Liens existing on any property or asset of any Person that becomes a Subsidiary or is merged with or into or consolidated with the Borrower or any Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary or is merged with or into or consolidated with the Borrower or any Subsidiary (and on improvements, leases, installations, developments, repairs, renewals, replacements, additions, general intangibles, accessions, and proceeds related thereto); provided that (i) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary, (ii) such Lien shall not have been created in contemplation of such acquisition, merger or consolidation and (iii) such Lien and any replacements thereof shall secure only those commitments and obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary or is merged with or into or consolidated with the Borrower or any Subsidiary, as the case may be, and extensions, renewals, substitutions, refinancings and replacements thereof that do not increase the commitments and obligations thereunder, plus any accreted amount, unpaid accrued interest, premium, underwriting discount, and any other fees, commissions and expenses incurred in connection therewith;
(xv) Liens on property, plant and equipment acquired, constructed, leased, installed, repaired, developed or improved by the Borrower or any Subsidiary; provided that (i) such security interests and the Indebtedness secured thereby are initially incurred prior to or within 270 days after such acquisition or the completion of such construction, lease, installation, repair, development or improvement, (ii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing, leasing, installing, repairing, developing or improving such property, plant and equipment and (iii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary (other than improvements, installations, repairs, developments, renewals, replacements, additions and accessions of or to such property);
(xvi) Liens securing Indebtedness of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition Subsidiary owing to the extent Borrower or any other Subsidiary;
(xvii) Liens securing Escrow Indebtedness in favor of escrow agents, account custodians or similar third party intermediaries during the period which any such Escrow Indebtedness is held under escrow or similar contingent release arrangements;
(xviii) bankers’ Liens, rights of setoff, revocation, refund, chargeback or overdraft protection, and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are otherwise permitted pursuant to this Section 7.2.3maintained, including those involving pooled accounts and netting arrangements; and
(mxix) (A) Liens not otherwise permitted hereby securing Indebtedness of the Borrower and its Subsidiaries so long as, on the assets date any such Lien is granted, after giving effect to such Indebtedness, the aggregate principal amount of NovaMed Indebtedness secured by Lien▇ (▇▇her than Liens permitted by clauses (i) through (xviii) of New Albany securing this Section 8.3) shall not exceed 15% of Consolidated Tangible Assets calculated as of the date of the creation or incurrence of the Lien and (B) Liens that extend, renew, substitute, replace or refinance (including successive extensions, renewals, substitutions, replacements or refinancings), in whole or in part, any Lien permitted pursuant to clause (xix)(A) of this Section 8.3; provided that the Indebtedness permitted secured by clause q any such Lien is in an aggregate outstanding principal amount not greater than the aggregate principal amount of Section 7.2.2the Indebtedness secured by the Lien which is being extended, renewed, substituted, replaced or refinanced, plus any accreted amount, unpaid accrued interest, premium, underwriting discount, and any other fees, commissions and expenses incurred in connection therewith.
Appears in 1 contract
Sources: Credit Agreement (Autonation, Inc.)
Liens. The Borrower will notNot, and will not suffer or permit any of its Subsidiaries Loan Party or any other Subsidiary to, create, incur, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, revenues assets or assets, rights of whatsoever nature (whether now owned or hereafter acquired), except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments Taxes or other governmental charges or levies not at the time delinquent or thereafter payable without penalty penalty, or being diligently contested in good faith by appropriate proceedings and for which it maintains adequate reserves in accordance with GAAP shall have GAAP; provided that no notice of any lien has been set aside on its booksfiled under the IRC;
(ei) Liens of carriers, warehousemen, mechanics, customs brokers, landlords and materialmen and landlords other similar Liens imposed by law and (ii) Liens consisting of pledges or deposits incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations for sums not more than 30 days overdue or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP shall have been set aside on its booksGAAP;
(c) Liens described in Section 7.2 of the Disclosure Letter as of the Closing Date and the replacement, extension or renewal thereof upon or in the same property subject thereto arising out of the Permitted Refinancing of the Debt secured thereby;
(d) Liens securing Debt permitted by Section 7.1(b); provided, however, that any such Lien (i) attaches only to the property being leased or financed and any accessions thereto and proceeds thereof, and (ii) attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired and any accessions thereto and proceeds thereof;
(e) attachments, appeal bonds, judgments and other similar Liens in connection with judgments the existence of which do not constitute an Event of Default;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-encroachments, rights of way, restrictions leases, subleases, restrictions, minor defects or irregularities in title and other similar encumbrances incurred Liens not interfering in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere any material respect with the ordinary conduct of the business of Parent or any Subsidiary;
(g) any interest or title of a lessor or sublessor under any lease (other than a Capital Lease) or of a licensor or sublicensor under any license, in each case permitted by this Agreement;
(h) leases, licenses, subleases or sublicenses granted to third parties in the property ordinary course of business which do not (i) interfere in any material respect with, or materially detract from the Person which is subject theretovalue of, the business of Parent and its Subsidiaries, taken as a whole, as determined by Parent in its reasonable, good-faith business judgment or (ii) secure any Debt;
(i) Liens arising from precautionary uniform commercial code financing statements filed under any lease (other than a Capital Lease) permitted by this Agreement;
(j) Liens in connection with Capitalized Lease Liabilities in arising under the amount and to the extent permitted by subsection 7.2.2(f)Loan Documents;
(k) bankers’ liens, rights of setoff and Liens on property leased by in favor of financial institutions incurred in the Borrower ordinary course of business arising in connection with deposit accounts or any Subsidiary or other interest or title securities accounts held at such institutions solely to secure payment of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesfees and similar costs and expenses;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andConnecticut Assets;
(m) Liens on the assets securing cash collateral (or Cash Equivalent Investments) for Debt incurred pursuant to Sections 7.1(m), (n), (o) and (p); and
(n) Liens arising from judgments that do not constitute an Event of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Default.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted L▇▇▇▇ created pursuant to any Loan Documentthe Security Documents securing the Secured Obligations;
(b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2set forth on Schedule 7.01(b);
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on Liens of any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens Covenant Entity for taxes, assessments or other governmental charges which are not overdue for a period of more than 30 days or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings; provided that the appropriate reserves required pursuant to GAAP have been made in respect thereof;
(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens of any Covenant Entity arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than 60 days, or if more than 60 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Liens or (ii) which are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Covenant Entity to the extent required in accordance with GAAP shall have been set aside on its booksGAAP;
(e) Liens encumbering property of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course any Covenant Entity consisting of business for sums not overdue (i) pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyany Lien imposed by E▇▇▇▇ and (ii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to secure obligations on surety or appeal bondsany Covenant Entity;
(gf) judgment Liens in existence less than 30 days after deposits to secure the entry thereof or with respect to which execution has been stayed or the performance and payment of which is bonded or covered in full bids, trade contracts, governmental contracts, licenses and leases (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and Restated Effective Date and listed on Schedule 7.2.3appeal bonds, but without giving effect to any extensions or renewals thereof; and
(i) easementscompletion guarantees, rights-of-way, restrictions performance bonds and other similar encumbrances obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business whichbusiness;
(g) easements (including reciprocal easement agreements), rights‑of‑way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property (i) described in the aggregate, Mortgage Policies or (ii) which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property Covenant Entities;
(h) Liens of any Covenant Entity securing judgments for the payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens of any Covenant Entity securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the Person which is property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided further that individual financings of equipment permitted to be secured hereunder provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms;
(j) Liens in connection with Capitalized Lease Liabilities in the amount leases, licenses, subleases or sublicenses and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets property covered thereby (including real property and intellectual property), in each case, granted to others by any Covenant Entity in the ordinary course of NovaMed business which do not (i) interfere in any material respect with the business of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.any Covenant Entity taken as a whole, or (ii) secure any Indebtedness;
Appears in 1 contract
Liens. The Borrower Issuers will not, and will not permit any of its their Subsidiaries to, create, incur, assume or suffer to exist any Lien lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
except for the following (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation ofcollectively, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f"Permitted Lens");
(d) Liens 7.6.1. liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without with penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens 7.6.2. statutory liens of carriers, warehousemen, mechanics, and materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens 7.6.3. liens (other than any Lien imposed by ERISAliens arising under ERISA or Section 412(n) of the Internal Revenue Code) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens 7.6.4. liens which arise by operation of law under Article 2 of the Uniform Commercial Code in existence less than 30 days after favor of unpaid sellers of goods, or liens in items or any accompanying documents or proceeds of either arising by operation of law under Article 4 of the entry thereof or with respect to which execution has been stayed or the payment Uniform Commercial Code in favor of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiescollecting bank;
7.6.5. easements (h) Liens in existence on the Sixth Amended including, without limitation, reciprocal easement agreements and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easementsutility agreements), rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and other similar restrictions, charges or encumbrances incurred in (whether or not recorded) affecting the ordinary course use of business whichproperty, in the aggregate, which do not materially detract from the value of such property or impair the property subject thereto use thereof or interfere with the ordinary conduct of the Issuers' business;
7.6.6. leases and subleases granted to others in the ordinary course of business not interfering in any material respect with any business of the property Issuers or any of their Subsidiaries and which in the Person which is subject theretoaggregate do not exceed $25,000 per annum;
(j) Liens 7.6.7. rights of set-off of a customary nature or bankers' liens with respect to amounts on deposit, whether arising by operation of law or by contract, in connection with Capitalized Lease Liabilities arrangements entered into with banks in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title ordinary course of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3business; and
(m) Liens 7.6.8. liens created pursuant to the Transaction Agreements or pursuant to that certain Loan and Security Agreement, dated July 16, 2002, by and between the Issuers and Silicon Valley Bank or described on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Schedule 3.16.
Appears in 1 contract
Sources: Purchase Agreement (U S Realtel 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 any of its property, revenues or assets, including the capital stock of any Subsidiary or Affiliate, whether now owned or hereafter acquired, except:
(a) Liens securing payment on pipeline or pipeline facilities which arise out of operation of law; Liens arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the Obligationssale, granted pursuant to any Loan Documentpurchase, transportation, processing or exchange of oil, gas or other hydrocarbons, unitization and pooling declarations and agreements, area of mutual interest agreements, development agreements, joint ownership arrangements and other agreements which are customary in the oil and gas business; and Liens reserved in oil and gas mineral leases for bonus or rental payments and form compliance with the terms of such lease;
(b) until Liens granted prior to the date of the initial Borrowing; Liens securing Effective Date to secure payment of Indebtedness which is identified in Item 6.16 ("Ongoing Indebtedness") of the type permitted and described in clause (b) of Section 7.2.2Disclosure Schedule;
(c) purchase money security interestsrights of first refusal granted pursuant to joint operating agreements, in addition tojoint ownership agreements, stockholders agreements, Organic Documents and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, other similar agreements and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)documents;
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business (including lessee and operator obligations under statute, governmental regulations or instruments related to the ownership, exploration and production of oil, gas and minerals on state, federal or foreign lands or waters) or to secure obligations on surety or appeal bonds;
(g) pre-judgement Liens and judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companiesinsurance;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions cash or renewals thereof; andCash Equivalent Investments which are collateral for letters of credit;
(i) easements, rights-of-way, restrictions statutory Liens and easements or other similar encumbrances incurred servitudes arising in the ordinary course of business which, in the aggregate, and minor irregularities of title which do not materially detract from impair the value ownership or use of the property subject thereto for the purposes for which such property is owned and held by the Borrower or interfere with the ordinary conduct any of the business of the property of the Person which is subject theretoits Subsidiaries;
(j) Liens in connection with Capitalized Lease Liabilities in the amount which do not encumber Borrowing Base Properties and which secure or relate to the extent permitted by subsection 7.2.2(f)Non-Recourse Indebtedness;
(k) Liens on property leased by oil and gas stored on board the Borrower or any Subsidiary or other interest or title of Floating Production, Storage and Offloading Facility named the lessor under operating leases securing obligations of the Borrower or such Subsidiary "Tantawan Explorer" granted to the lessor under such leasesLessor and operator thereof;
(l) Liens on property resulting from the deposit of a Target which exist at funds or evidences of Indebtedness in trust for the time such Target becomes purpose of defeasing Indebtedness of the subject Borrower or any of a Permitted Acquisition its Subsidiaries to the extent any such defeasance is not prohibited by this Agreement; customary Liens are otherwise permitted for the fees, costs and expenses of trustees and escrow agents pursuant to this Section 7.2.3the indenture, escrow agreement or other similar agreement establishing such trust or escrow arrangement; and Liens pursuant to merger agreements, stock purchase agreements, asset sale agreements and similar agreements (i) limiting the transfer of properties and assets pending consummation of the subject transaction and (ii) in respect of ▇▇▇▇▇▇▇ money deposits, good faith deposits, purchase price adjustment escrows and similar deposits and escrow arrangements made or established thereunder; and
(m) Liens on rights reserved to or vested in any municipality or governmental, statutory or public authority by the assets terms of NovaMed any right, power, franchise, grant, license or permit, or by any provision of New Albany securing law, to terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the Indebtedness permitted property of such Person; rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of such Person, or to use such property in a manner which does not materially impair the use of such property for the purposes for which it is held by clause q such Person; any obligation or duties affecting the property of Section 7.2.2such Person to any municipality or governmental, statutory or public authority with respect to any franchise, grant, license or permit.
Appears in 1 contract
Sources: Credit Agreement (Pogo Producing Co)
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, exceptother than the following:
(a) Liens securing payment of the Obligations, granted created pursuant to any Loan Documentthe Security Documents securing the Secured Obligations;
(b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2set forth on Schedule 7.01(b);
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on Liens of any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens Covenant Entity for taxes, assessments or other governmental charges which are not overdue for a period of more than 30 days or levies not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings; provided that the appropriate reserves required pursuant to GAAP have been made in respect thereof;
(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens of any Covenant Entity arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than 60 days, or if more than 60 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Liens or (ii) which are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Covenant Entity to the extent required in accordance with GAAP shall have been set aside on its booksGAAP;
(e) Liens encumbering property of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course any Covenant Entity consisting of business for sums not overdue (i) pledges or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyany Lien imposed by ERISA and (ii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to secure obligations on surety or appeal bondsany Covenant Entity;
(gf) judgment Liens in existence less than 30 days after deposits to secure the entry thereof or with respect to which execution has been stayed or the performance and payment of which is bonded or covered in full bids, trade contracts, governmental contracts, licenses and leases (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and Restated Effective Date and listed on Schedule 7.2.3appeal bonds, but without giving effect to any extensions or renewals thereof; and
(i) easementscompletion guarantees, rights-of-way, restrictions performance bonds and other similar encumbrances obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business whichbusiness;
(g) easements (including reciprocal easement agreements), rights‑of‑way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property (i) described in the aggregate, Mortgage Policies or (ii) which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the property Covenant Entities;
(h) Liens of any Covenant Entity securing judgments for the payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) Liens of any Covenant Entity securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens attach concurrently with or within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the Person which is property subject theretoto such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided further that individual financings of equipment permitted to be secured hereunder provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms;
(j) Liens in connection with Capitalized Lease Liabilities in the amount leases, licenses, subleases or sublicenses and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets property covered thereby (including real property and intellectual property), in each case, granted to others by any Covenant Entity in the ordinary course of NovaMed business which do not (i) interfere in any material respect with the business of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.any Covenant Entity taken as a whole, or (ii) secure any Indebtedness;
Appears in 1 contract
Liens. The Borrower No Guarantor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ec) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(fd) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmenworker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(ge) judgment Liens in existence less than 30 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(kf) Liens on property leased by the Borrower or assets acquired in any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Short-term Acquisition Debt.
Appears in 1 contract
Liens. The Borrower ACT will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired, except:except as follows (collectively, the “Permitted Liens”):
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Closing Date, Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interestsLiens existing as of the Effective Date and, in addition torespect of personal property, and not disclosed in limitation of, Item 7.2.3(c) of the Capitalized Lease Liabilities Disclosure Schedule securing Indebtedness or other obligations or liabilities described in clause (jc) hereofof Section 7.2.2, on any property acquired and refinancings of such Indebtedness or held by any Subsidiary in the ordinary course of businessother obligations or liabilities; provided, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any no such Lien attaches to such shall encumber any additional property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding or other obligations and which is liabilities secured by any and all such purchase money security interests shall Lien is not at any time exceed $13,000,000 less increased from that existing on the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)Effective Date;
(d) Liens securing Indebtedness of the type permitted under clause (e) of Section 7.2.2; provided, that (i) such Lien is granted within 60 days after such Indebtedness is incurred, and (ii) such Lien secures only the assets that are the subject of the Indebtedness referred to in such clause;
(e) Liens securing Indebtedness, obligations or liabilities permitted by clause (h) of Section 7.2.2; provided, that such Liens existed prior to such Person becoming a Subsidiary, were not created in anticipation thereof and attach only to specific tangible assets of such Person (and not assets of such Person generally);
(f) Liens in favor of carriers, warehousemen, mechanics, materialmen, architects, engineers, suppliers of material, contractors, subcontractors and landlords granted in the ordinary course of business or at law for taxesamounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(g) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, assessments unemployment insurance or other forms of governmental charges insurance or levies benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds;
(h) judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 8.1.6;
(i) easements, servitudes, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached;
(j) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(ek) undetermined or inchoate Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums (including priority claims) which have not overdue at such time been filed or being diligently contested in good faith by appropriate proceedings and for which adequate reserves registered in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance applicable law or other forms of governmental insurance which relate to obligations not due or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesdelinquent;
(l) Liens on property resulting from the right reserved to or vested in any Governmental Authority by any statutory provision, or by the terms of any lease, license, franchise, grant or permit of ACT or any Subsidiary, to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a Target which exist at the time such Target becomes the subject of a Permitted Acquisition condition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3continuance thereof; and
(m) other Liens on securing Indebtedness or other obligations in an amount not to exceed in the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2aggregate $2,000,000 at any time outstanding.
Appears in 1 contract
Liens. The Borrower No Loan Party will, nor will not, and will not any Loan Party permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, except:other than the following (each a “Permitted Encumbrance”):
(a) Liens securing payment of the any Obligations, granted pursuant to any Loan Document;
(b) until Liens existing on the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted Closing Date and described in clause (b) of Section 7.2.2;
(c) purchase money security interestslisted on Schedule 6.01 and any modifications, in addition toreplacements, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired renewals or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyextensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien attaches to such property concurrently with or within 20 days after the acquisition financed by Indebtedness permitted under SECTION 6.03, and (B) proceeds and products thereof, (ii) such Lien attaches solely to the property so acquired in such transactiondirect or any contingent obligor with respect thereto is not changed, and (iii) the principal amount renewal, extension or refinancing of the Indebtedness obligations secured or benefited by such Liens is permitted by SECTION 6.03;
(c) Liens for Taxes, assessments or governmental charges which is outstanding and which is secured by any and all such purchase money security interests shall are not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f)required to be paid pursuant to SECTION 5.04;
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and landlords incurred materialmen, repairmen, construction contractors or other like Liens imposed by Applicable Law arising in the ordinary course of business for sums which secure amounts not overdue for a period of more than thirty (30) days and no other action has been taken to enforce such Lien or which are being diligently contested in good faith and by appropriate proceedings and for which actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksand such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;
(fe) Liens (other than any Lien imposed by ERISAi) incurred pledges or deposits in the ordinary course of business in connection with workmen’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed moneyany Lien imposed by ERISA and (ii) entered into pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any Subsidiary;
(f) deposits to secure obligations on surety or the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions restrictions, encroachments, servitudes, rights of way, licenses, protrusions, site plan agreements, development agreements, contract zoning agreements and other similar encumbrances incurred in the ordinary course of business encumbrances, rights, agreements and minor title defects affecting real property which, in the aggregate, do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property Lead Borrower or any Subsidiary (other than an Immaterial Subsidiary);
(h) Liens securing judgments for the payment of money not constituting an Event of Default under SECTION 7.01(h);
(i) Liens securing Indebtedness permitted under SECTION 6.03(e); provided that (i) such Liens attach concurrently with or within ninety (90) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the Person which property subject to such Liens and, in the case of any acquisition, the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof, (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject theretoto such Capitalized Leases, and (iv) Liens securing any Permitted Refinancing of Indebtedness under SECTION 6.03(e), provided that such Liens do not extend to any property that was not subject to the Lien securing the Indebtedness being refinanced;
(j) Liens in connection with Capitalized Lease Liabilities leases, licenses, subleases or sublicenses granted to others in the amount and to ordinary course of business which do not (i) interfere in any material respect with the extent permitted by subsection 7.2.2(f)business of any Loan Party or any Subsidiary thereof, or (ii) secure any Indebtedness;
(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business which payments are not overdue and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on property leased by the Borrower or any Subsidiary or other interest or title books of the lessor under operating leases securing obligations applicable Person in accordance with GAAP and such contest effectively suspends collection of the Borrower or contested obligation and enforcement of any Lien securing such Subsidiary to the lessor under such leasesobligation;
(l) Liens on property (i) arising by operation of law under Article 4 of the UCC in connection with collection of items provided for therein, and (ii) in favor of a Target banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which exist at are within the time such Target becomes general parameters customary in the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; andbanking industry;
(m) Liens existing on the property (other than on Inventory and Accounts) of any Person at the time such Person becomes a Subsidiary after the Closing Date (other than Liens on the Capital Stock of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, and (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and accessions or additions thereto);
(n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Lead Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement;
(o) Liens arising from precautionary UCC filings regarding “true” operating leases or the consignment of goods to a Loan Party;
(p) Liens securing Indebtedness permitted pursuant to SECTION 6.03(h); provided that such Liens shall at all times constitute Permitted Junior Liens; and
(q) Liens securing Indebtedness permitted pursuant to SECTION 6.03(j); provided that such Liens shall encumber only the assets of NovaMed the applicable Real Estate Subsidiary. The designation of New Albany securing a Lien as a Permitted Encumbrance shall not limit or restrict the Indebtedness permitted by clause q ability of Section 7.2.2the Administrative Agent to establish any Reserve relating thereto.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume create or suffer permit to exist any Lien upon with respect to any of its property, revenues revenue or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment of the Obligations, granted pursuant to any Loan DocumentLiabilities;
(b) until Liens referred to in the date financial statements described in SECTION 7.6 or described on ITEM 7.9 of the initial Borrowing; Disclosure Schedule existing on Effective Date to secure payment of Ongoing Indebtedness;
(c) Liens securing granted after the Effective Date to secure payment of Indebtedness of the type permitted and described in clause clauses (bd) or (e) of Section 7.2.2SECTION 8.15 and covering only those assets acquired with the proceeds of such Indebtedness;
(cd) purchase money security interests, Liens granted after the Effective Date in addition to, and not in limitation of, connection with sale/leaseback or other similar financings of fixed or capital assets of the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all Borrower or any part of the cost of acquiring such property; provided that its Subsidiaries, as long as (i) any such Lien attaches Liens cover only the assets subject to such property concurrently with the sale/leaseback or within 20 days after the acquisition thereofother similar financing, (ii) at the time of the granting of any such Lien attaches solely and after giving effect thereto, the aggregate appraised value of assets subject to Liens granted in connection with such transactions does not exceed five percent of the property so acquired in such transactionnet book value of Borrower's consolidated total assets as reflected on the Borrower's most recent audited financial statements delivered pursuant to SECTION 8.1.1(A), and (iii) the principal amount terms of such sale/leaseback or other similar transactions are acceptable to the Indebtedness Agent and the Required Lenders, which is outstanding and which is secured by any and all such purchase money security interests shall acceptance will not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);be unreasonably withheld or delayed; and
(de) Liens for taxes, assessments or other governmental charges or levies current taxes not at the time delinquent or thereafter payable without penalty or taxes being diligently contested in good faith and by appropriate proceedings and for as to which adequate such reserves in accordance with or other appropriate provisions as may be required by GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in or as otherwise required by the ordinary course of business for sums not overdue or Agent are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside maintained on its books;
(f) Liens of carrier's, warehousemen, mechanics, materialmen, repairmen, landlords and other like statutory Liens arising in the ordinary course of business securing obligations which are not overdue or which are being diligently contested in good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP or as otherwise required by the Agent are being maintained on its books;
(other than any Lien imposed by ERISAg) Liens incurred in the ordinary course of business in connection with workmen’s worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;; and
(gh) judgment Liens in existence less than 30 21 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.
Appears in 1 contract
Liens. The Borrower will notItself, and will not permit or allow any of its Subsidiaries to, create, incur, assume ----- or suffer to exist any Lien upon any property and assets (including servicing rights) of the Company or any of its property, revenues or assets, whether now owned or hereafter acquired, except:
Subsidiaries other than: (a1) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed charges for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for current taxes, assessments or other governmental charges or levies which are not at the time delinquent or thereafter which remain payable without penalty penalty, or being diligently the validity of which are contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP upon stay of execution of the enforcement thereof, provided the Company or such Subsidiary shall have been set aside on its books;
books and shall maintain adequate reserves for the payment of same in conformity with GAAP; (e2) Liens Liens, deposits or pledges made to secure statutory obligations, surety or appeal bonds, or bonds for the release of carriersattachments or for stay of execution, warehousemenor to secure the performance of bids, mechanicstenders, materialmen and landlords incurred contracts (other than for the payment of borrowed money), leases or margin call requirements or for purposes of like general nature in the ordinary course of business the Company’s or such Subsidiary’s business; (3) Liens on Mortgage Loans and Mortgage-Backed Securities which are the subject of repurchase agreements; (4) Liens on real property (including fixtures and improvements thereon) securing Indebtedness in an amount not to exceed $50,000,000.00 in the aggregate at any time outstanding; (5) Liens on property and assets of the Company consisting of Mortgage Loans and MBS Held for sums Sale securing short term Indebtedness of the Company (Indebtedness with a maturity of one year or less and not overdue automatically renewable by the Company or being diligently contested any of its Subsidiaries at such Person’s sole option) in good faith by appropriate proceedings an aggregate amount not to exceed at any date twenty five percent (25%) of the book value of such Mortgage Loans and MBS Held for Sale as reported on the balance sheet of the Company in accordance with GAAP; (6) Liens on specified Servicing Contracts (as identified in the most recent report delivered to the Managing Administrative Agent and the Lenders pursuant to Paragraph 9(b)(1) above) of the Company or any Subsidiary Guarantor securing non-recourse Indebtedness of the Company or such Subsidiary Guarantor (Indebtedness as to which adequate reserves the holder has no recourse to assets of the Company, the Parent or any of their respective Subsidiaries for the payment thereof other than the specified Servicing Contracts which are the subject of such Liens), which specified Servicing Contracts have a value not to exceed at any date fifty percent (50%) of the book value of Mortgage Servicing Rights as reported on the consolidated balance sheet of the Company and its Subsidiaries in accordance with GAAP shall have been set aside on its books;
and which specified Servicing Contracts do not in any event include more than fifty percent (f50%) Liens (other than any Lien imposed by ERISA) incurred in book value of Mortgage Servicing Rights included in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts Eligible Servicing Portfolio; (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k7) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
specified Servicing Hedge Instruments (l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.as identified in
Appears in 1 contract
Sources: Revolving Credit Agreement (Countrywide Credit Industries Inc)
Liens. The Borrower will not, Each of the Company and any Restricted Subsidiary 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 (real or personal, tangible or intangible) of its property, revenues the Company or assetsany Restricted Subsidiary, whether now owned or hereafter acquired; provided that the provisions of this Section 10.01 shall not prevent the creation, except:incurrence, assumption or existence of, or any filing in respect of, the following (Liens described below are herein referred to as “Permitted Liens”):
(ai) Liens securing payment for Taxes, assessments or governmental charges or levies not delinquent or as to which the period of the Obligationsgrace, granted pursuant to any Loan Documentif any, related thereto has not expired or Liens for Taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;
(bii) until the date Liens in respect of property or assets of the initial Borrowing; Company or any Restricted Subsidiary, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, contractors’, materialmen’s and mechanics’ Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other similar Liens arising in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that and which are either (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereofnot overdue for a period of more than sixty (60) days, or, (ii) if more than sixty (60) days overdue, (A) as to which no action has been taken to enforce such Lien attaches solely to the property so acquired in such transaction, and or (iiiB) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or that are being diligently contested in good faith by appropriate proceedings action diligently pursued; provided that in each case full provision for the payment of such Liens has been made on the books of such Person if and for which adequate reserves in accordance with GAAP shall have been set aside on its booksto the extent required by GAAP;
(eiii) Liens in existence on the Closing Date which are listed, and the property subject thereto described, in Schedule 10.01(iii), plus modifications, renewals, replacements, refinancings and extensions of carrierssuch Liens; provided that (x) the aggregate principal amount of the Indebtedness, warehousemenif any, mechanicssecured by such Liens does not increase from that amount outstanding at the time of any such renewal, materialmen replacement or extension, plus accrued and landlords unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension, (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Company or any Restricted Subsidiary which are Collateral (other than after-acquired property that is affixed or incorporated into the property encumbered by such Lien on the Closing Date and the proceeds and products thereof) and (z) the lien priority attaching to any such renewal, replacement or extension shall be no higher than the original Liens in existence on the Closing Date; CHAR1\▇▇▇▇▇▇▇▇▇
(iv) Liens created pursuant to the Credit Documents (including Liens securing Secured Hedging Obligations);
(v) Leases, subleases, licenses or sublicenses (including licenses or sublicenses of Intellectual Property) granted to other Persons not materially interfering with the conduct of the business of the Company or any Restricted Subsidiary and any interest or title of a lessor under any lease (whether a Capital Lease or an operating lease) permitted by this Agreement or the Security Documents;
(vi) Liens on assets not constituting Collateral securing Indebtedness incurred (A) in reliance on the Incurrence Test or (B) under Section 10.04(ix) (any such Indebtedness described in clause (A) or (B) that is secured by Liens permitted under this clause (vi), “Specified Secured Indebtedness”);
(vii) Liens placed upon property acquired, improved, repaired or constructed after the Closing Date and used in the ordinary course of business of the Company or any Restricted Subsidiary and placed at the time of the acquisition, improvement, repair or construction thereof by the Company or such Restricted Subsidiary or within 270 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase, improvement, repair or construction price thereof or to secure Indebtedness incurred solely for sums the purpose of financing the acquisition, improvement, repair or construction of any such property or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that (x) the Indebtedness secured by such Liens is permitted by Section 10.04(iii) and (y) in all events, the Lien encumbering such property so acquired, improved, repaired or constructed does not overdue encumber any other asset of the Company or being diligently contested in good faith such Restricted Subsidiary; provided, further that individual financings of equipment provided by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside one lender may be cross collateralized to other financings of equipment provided by such lender on its bookscustomary terms;
(fviii) imperfections of title, statutory exceptions to title, restrictive covenants, rights of way, easements, servitudes, mineral interest reservations, reservations made in the grant from the Crown, municipal and zoning by-laws and ordinances or similar laws or rights reserved to or vested in any Governmental Authority agency to control or regulate the use of any real property, general real estate taxes and assessments not yet delinquent and other encumbrances on real property that (i) do not arise out of the incurrence of any Indebtedness for money borrowed and (ii) do not interfere with or impair in any material respect the operation, in the ordinary course of business, of the real property on which such Lien is imposed;
(ix) Liens arising from precautionary UCC, the Civil Code of the Province of Quebec, the Personal Property Security Act (as in effect in any other province in Canada) and the regulations thereunder, or other similar financing statement filings regarding operating leases or consignments entered into in the ordinary course of business;
(x) attachment and judgment Liens, to the extent and for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 11.09 or securing appeal or other surety bonds relating to such judgments;
(xi) statutory and common law landlords’ liens under leases to which the Company or any Restricted Subsidiary is a party; CHAR1\▇▇▇▇▇▇▇▇▇
(xii) Liens (other than any Lien Liens imposed by ERISAunder Canadian Employee Benefits Legislation) incurred in the ordinary course of business in connection with workmen’s compensationworkers’ compensation claims, unemployment insurance or other forms of governmental insurance or benefitsand social security benefits and Liens, or to secure deposits, and pledges securing the performance of tendersbids, tenders and leases in the ordinary course of business, statutory obligations, leases surety, stay, customs or appeal bonds, performance bonds and contracts other obligations of a like nature (other than letters of credit) incurred in the ordinary course of business;
(xiii) Permitted Encumbrances;
(xiv) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of any Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 10.04, and (y) such Liens do not attach to any other asset of the Company or any Restricted Subsidiary; and any extensions, renewals and replacements thereof so long as the aggregate principal amount of the Indebtedness secured by such Liens does not increase from that amount outstanding at the time of any such extension, renewal or replacement, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension, and such extension, renewal or replacement does not encumber any asset or properties of the Company or any Restricted Subsidiary other than the proceeds of the assets subject to such Lien;
(xv) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted pursuant to Section 10.04 or securing other obligations of such Foreign Subsidiaries not constituting Indebtedness;
(xvi) Liens on property subject to Sale-Leaseback Transactions to the extent such Sale-Leaseback Transactions are permitted by Section 10.02(xv);
(xvii) any encumbrances or restrictions (including, without limitation, put and call agreements) with respect to the Equity Interests of any Joint Venture or Joint Venture Subsidiary arising pursuant to the agreement evidencing or governing such Joint Venture, Joint Venture Subsidiary or their respective members or partners;
(xviii) Liens in favor of any Credit Party securing intercompany Indebtedness permitted by Section 10.04; provided that any Liens securing such Indebtedness shall, to the extent such Lien are on Collateral, be subordinated to the Liens created pursuant to the Security Documents pursuant to an intercreditor arrangement or subordination agreement reasonably satisfactory to the Administrative Agent;
(xix) Liens solely on specific items of inventory or other goods (and proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for borrowed moneythe account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and pledges or deposits in the ordinary course of business;
(xx) entered into Liens solely on insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 10.04(x); CHAR1\▇▇▇▇▇▇▇▇▇
(xxi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
(xxii) Liens (x) comprising rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by any Credit Party or Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or such bank with respect to which execution has been stayed cash management and operating account arrangements, including those involving pooled accounts and netting arrangements, (y) attaching to commodity trading accounts or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances commodities brokerage accounts incurred in the ordinary course of business which, and (z) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of setoff) and which are within the general parameters customary in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretobanking industry;
(jxxiii) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with Capitalized Lease Liabilities any letter of intent or purchase agreement in the amount and to the extent connection with a Permitted Acquisition or other Investment permitted by subsection 7.2.2(f)hereunder;
(kxxiv) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor Credit Parties under such leases;
Indebtedness incurred under Sections 10.04(iv) and (lix) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition that, to the extent such Liens are otherwise permitted on Collateral, are secured on a junior basis to the Obligations pursuant to this intercreditor arrangements reasonably satisfactory to the Administrative Agent;
(xxv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business;
(xxvi) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;
(xxvii) Liens on assets of or Equity Interests issued by a Joint Venture, Joint Venture Subsidiary or Unrestricted Subsidiary securing Indebtedness of such Joint Venture, Joint Venture Subsidiary or Unrestricted Subsidiary, so long as, such Indebtedness is recourse to the Company or its Restricted Subsidiaries only (x) to the extent of such Equity Interest and (y) as permitted by Section 7.2.310.05;
(xxviii) Liens relating solely to employee contributions withheld from pay by a Canadian Subsidiary but not yet due to be remitted to a Canadian Pension Plan pursuant to any Canadian Employee Benefits Legislation;
(xxix) Liens securing obligations under a Tax Incentive Transaction on the property subject thereto, so long as the related Indebtedness is permitted by Section 10.04(xiv);
(xxx) Liens on assets other than the Collateral securing obligations under Hedging Agreements that do not constitute Obligations hereunder and other Indebtedness permitted under Section 10.04(xiii); CHAR1\▇▇▇▇▇▇▇▇▇
(xxxi) Liens on an Escrow Indebtedness Escrow Account and on the funds on deposit therein;
(xxxii) Movable hypothecs granted to landlords in the Province of Quebec to secure the payment of rent and the performance of other obligations arising under a lease of real or immovable property provided that such movable hypothec affects only the tangible assets of the tenant situated in the premises leased under such lease;
(xxxiii) Liens created under any agreement relating to the sale, transfer or other disposition of assets permitted hereunder; provided that such Liens relate solely to the assets to be sold, transferred or otherwise disposed;
(xxxiv) Liens on not more than Cdn.$132,000,000 of cash collateral of Canadian Subsidiaries securing Indebtedness permitted under Section 10.04(xvi);
(xxxv) so long as no Default has occurred and is continuing at the time of granting such Liens, Liens on cash deposits in an aggregate amount not to exceed $40,000,000 (or such greater amount as approved by the Administrative Agent in its sole discretion) securing any Hedging Agreements permitted hereunder that do not constitute Obligations hereunder;
(xxxvi) Liens on the ABL Priority Collateral securing the ABL Credit Facility and any other obligations owed to the ABL Lenders (including “Secured Bank Product Obligations,” as such term is defined in the ABL Credit Facility);
(xxxvii) Liens on any claims for refunds with respect to deposits for estimated custom duties (including, but not limited to, countervailing and/or anti-dumping duties), together with any deposit account which is established for holding such refunds (and no other amounts);
(xxxviii) each Farm Credit Lender’s statutory Lien in the Farm Credit Equities; and
(mxxxix) Liens on the assets of NovaMed of New Albany not securing the Indebtedness and not otherwise permitted by clause q the foregoing clauses (i) through (xxxviii), to the extent securing liabilities not in excess of, $25,000,000 in the aggregate at any time outstanding. In connection with the granting of Liens of the type described in this Section 7.2.2.10.01 by the Company and any Restricted Subsidiary, the Administrative Agent and the Collateral Agent shall, and shall be authorized to, take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens). For all purposes hereunder, (x) a Lien need not be incurred solely by reference to one category of Liens of the type described in this Section 10.01 but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Liens of the type described in this Section 10.01, the Company or applicable Restricted Subsidiary may, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this Section 10.01. CHAR1\▇▇▇▇▇▇▇▇▇
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, permit to exist, create, assume or incur, assume directly or suffer to exist indirectly (which shall include, without limitation, any Lien upon on the Equity Interests of an Unrestricted Subsidiary directly owned by the Borrower or such Restricted Subsidiary), any of Lien, on its property, revenues properties or assets, whether now owned or hereafter acquired, except:
(a) Liens securing payment created under the ABL Loan Documents which shall be subject to the terms of the Obligations, granted pursuant to any Loan DocumentTerm/ABL Intercreditor Agreement;
(b) until Liens for Taxes, assessments or governmental charges not then due and delinquent or the date nonpayment of the initial Borrowing; Liens securing payment of Indebtedness of the type which is permitted by Section 6.07 and described for which adequate reserves have been maintained in clause (b) of Section 7.2.2accordance with GAAP;
(c) purchase Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not overdue by more than 30 days or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
(d) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution;
(e) any attachment or judgment Lien, unless the judgment it secures has not, within 60 days after the entry thereof, been discharged or execution thereof stayed pending appeal, or has not been discharged within 60 days after the expiration of any such stay;
(f) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money security interestsbonds, in addition tobids, trade contracts, leases, statutory or regulatory obligations and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary other obligations of a like nature incurred in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(dg) Liens for taxes, assessments or other governmental charges or levies not at incidental to the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course conduct of business for sums not overdue or being diligently contested in good faith the ownership of properties and assets (whether arising by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed contract or by ERISAoperation of law) incurred in the ordinary course of business and not in connection with workmen’s compensationthe borrowing of money and that do not, unemployment insurance in the aggregate, materially impair the use of such property in the operation of the business of the Borrower and its Restricted Subsidiaries taken as a whole or the value of such property for the purposes of such business;
(h) encumbrances in the nature of leases, subleases, zoning restrictions, easements, rights of way, minor survey exceptions and other rights and restrictions of record on the use of real property and defects in title arising or incurred in the ordinary course of business, which, individually and in the aggregate, do not materially impair the use of such property or assets subject thereto in the business of the Borrower and its Restricted Subsidiaries taken as a whole;
(i) Liens resulting from extensions, renewals or replacements (so long as the same are permitted under this Agreement) of Liens permitted by paragraph (a), provided that (i) there is no increase in the principal amount or decrease in maturity of the Indebtedness secured thereby at the time of such extension, renewal or replacement other than as permitted under Section 7.02(b), and (ii) any new Lien attaches only to the same property theretofore subject to such earlier Lien;
(j) Liens (i) existing on property at the time of its acquisition by the Borrower or a Restricted Subsidiary and not created in contemplation thereof, regardless of whether the Indebtedness secured by such Lien is assumed by the Borrower or a Subsidiary or (ii) existing on property of a Person at the time such Person is merged or consolidated with, or becomes a Restricted Subsidiary of, or substantially all of its assets are acquired by, the Borrower or a Restricted Subsidiary and not created in contemplation thereof; provided that, in the case of each of clauses (i) and (ii), such Liens do not extend to additional property of the Borrower or any Restricted Subsidiary and that the aggregate principal amount of Indebtedness secured by each such Lien does not exceed the fair market value of the property subject thereto;
(k) Liens arising out of Sale and Leaseback Transactions permitted by Section 7.16;
(l) [Reserved];
(m) Liens created under the Collateral Documents;
(n) Liens imposed by laws, such as carriers’, warehousemen’s, landlord’s, operators’, vendors’, suppliers’, workers’, materialmen’s, construction, carriers’, repairmen’s, mechanics’ or other forms of governmental insurance or benefitslike Liens, or to secure performance of tendersin each case, statutory obligations, leases and contracts (other than for borrowed money) entered into incurred in the ordinary course of business or incident to secure the exploration, development, operation and maintenance of oil and gas properties each of which is in respect of obligations on surety that are not overdue by more than 30 days or appeal bondswhich are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
(go) judgment Liens in existence less than 30 days after the entry thereof on pipelines or with respect to which execution has been stayed or the payment pipeline facilities that arise by operation of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companieslaw;
(hp) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and[Reserved];
(iq) easements, rights-of-way, restrictions and other similar encumbrances incurred [Reserved];
(r) contractual Liens which arise in the ordinary course of business whichunder operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the aggregateRelated Businesses and are for claims which are not overdue by more than 30 days or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, do if any such Lien referred to in this clause does not materially detract from impair the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any Restricted Subsidiary or materially impair the value of the such property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(js) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f)[Reserved];
(kt) Liens on property leased by the Borrower created pursuant to Capital Leases or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary purchase money Indebtedness permitted pursuant to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent Section 7.02(f), if such Liens are otherwise permitted pursuant to this Section 7.2.3only in respect of property or assets subject to, and secured only by, the respective Capital Leases or purchase money Indebtedness; and
(mu) Liens on cash, Cash Equivalents or other property arising in connection with the assets defeasance, discharge or redemption of NovaMed Indebtedness within one year of New Albany securing maturity thereof. The Borrower will not, and will not permit any Restricted Subsidiary or Non-Recourse Pledgor to, permit to exist, create, assume or incur, directly or indirectly, any Lien for borrowed money or any consensual Liens of any type on the Indebtedness permitted Compressco Units owned by clause q of Section 7.2.2the Borrower, such Restricted Subsidiary or such Non-Recourse Pledgor other than as contemplated under this Agreement and the Collateral Documents.
Appears in 1 contract
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, except:other than the following (“Permitted Liens”):
(a) Liens securing payment in favor of the Obligations, granted Administrative Agent pursuant to any Loan DocumentDocument and pursuant to any documentation governing Indebtedness permitted to be incurred pursuant to Section 2.18;
(b) until Liens existing on the date hereof and set forth on Schedule 7.02 and any renewals, extensions, modifications or replacements thereof; provided, with respect to any renewals, extensions, modifications or replacements thereof, (i) such Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.01(b), and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the initial Borrowing; obligations secured or benefited by such Liens securing payment of Indebtedness of the type is permitted and described in clause (b) of by Section 7.2.27.01(b);
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for taxes, duties, levies, imposts, deductions, assessments or other governmental charges charges, not yet due and payable or levies which are being Properly Contested or otherwise not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksrequired to be paid pursuant to Section 6.04;
(ed) Liens of carriers, warehousemen, processors, mechanics, materialmen and materialmen, repairmen, landlords incurred or other like Liens imposed by Law or arising in the ordinary course Ordinary Course of business for sums Business which are not overdue for a period of more than 90 days or which are being diligently contested Properly Contested;
(e) Liens, pledges or deposits in good faith the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksERISA or a foreign benefit law;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or on deposits to secure the performance of tendersbids, trade contracts and leases, statutory obligations, leases surety bonds, performance bonds and contracts other obligations (other than obligations for the payment of borrowed money) entered into of a like nature incurred in the ordinary course Ordinary Course of business or to secure obligations on surety or appeal bondsBusiness;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment consisting of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended imperfections of title and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges, encumbrances incurred in the ordinary course of business or title defects affecting real property which, in the aggregate, aggregate do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct use by the Loan Parties or their Subsidiaries in the Ordinary Course of the business Business of the property subject to such encumbrance;
(h) Liens securing judgments not constituting an Event of Default under Section 8.01 or securing appeal or other surety bonds related to such judgments;
(i) Liens securing Indebtedness permitted under Section 7.01(e); provided that such Liens do not at any time encumber any property other than the Person which is subject theretoproperty financed by such Indebtedness and replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits;
(j) Liens in connection licenses, sublicensees, operating leases or subleases (and precautionary UCC filings with Capitalized Lease Liabilities respect thereto) granted by or to the Loan Parties or any Subsidiary to or from any other Person in the amount Ordinary Course of Business and to the extent permitted by subsection 7.2.2(f)any renewals, extensions, modifications or replacements thereof;
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title in favor of collecting banks (including those arising under Section 4-210 of the lessor under operating leases securing obligations UCC) arising by operation of the Borrower or such Subsidiary to the lessor under such leaseslaw;
(l) Liens (including the right of setoff) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;
(m) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods and arising in the Ordinary Course of Business;
(n) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto to the extent permitted under Section 7.01(i) and Liens arising out of deposits of cash and Cash Equivalents, security deductibles, self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of insurance in the Ordinary Course of Business;
(o) other Liens as to which the aggregate amount of the obligations secured thereby does not exceed at any time outstanding the greater of (x) $5,000,000 and (y) 10% of Adjusted Consolidated EBITDA for the four Fiscal Quarter period most recently ended as to which financial statements were required to be delivered pursuant to this Agreement;
(p) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.03(f), (l), or (z) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(q) Liens in favor of Holdings, the Borrowers or any Subsidiary that is a Loan Party securing Indebtedness permitted under Section 7.01(g);
(r) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.01(o);
(s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrowers or any Subsidiaries in the Ordinary Course of Business;
(t) Liens that are customary contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions in the Ordinary Course of Business, (ii) relating to pooled deposit or sweep accounts of the Borrowers or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrowers or Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrowers or any Subsidiary in the Ordinary Course of Business;
(u) Liens arising from precautionary Uniform Commercial Code financing statement filings;
(v) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the Ordinary Course of Business;
(w) ground leases in respect of real property on which facilities owned or leased by the Borrowers or any Subsidiaries are located;
(x) Liens on property of a Target which exist at the time such Target becomes the subject Subsidiary that is not a Loan Party securing Indebtedness of another Subsidiary that is not a Permitted Acquisition Loan Party permitted to the extent such Liens are otherwise permitted pursuant to this be incurred by Section 7.2.3; and7.01;
(my) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrowers or any of their Subsidiaries in connection with any letter of intent or purchase agreement for an Acquisition or other Investment that would be permitted hereunder;
(z) Liens on the assets of NovaMed of New Albany Foreign Subsidiaries securing the Indebtedness permitted by clause q Section 7.01(u); and
(aa) Liens securing Indebtedness permitted by Section 7.01(v) and subordinated in right of Section 7.2.2priority to the Liens securing the Obligations hereunder, in each case, pursuant to terms and pursuant to documentation reasonably satisfactory to Administrative Agent.
Appears in 1 contract
Liens. The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any of its propertyProperty or assets (real or personal, revenues tangible or assetsintangible), whether now owned or hereafter acquired; provided that the provisions of this Section 8.1 shall not prevent the creation, except:incurrence, assumption or existence of the following Liens (the “Permitted Liens”):
(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) inchoate Liens for taxes, assessments or other governmental charges or levies not at the time delinquent yet due or thereafter payable without penalty Liens for taxes, assessments or governmental charges or levies being diligently contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its booksand to the extent required by Applicable GAAP;
(eb) Liens in respect of carriersany assets imposed by law, warehousemen, mechanics, materialmen and landlords which were incurred in the ordinary course of business and do not secure Indebtedness for sums not overdue or being diligently contested borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe ordinary course of business;
(fc) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of such Person;
(i) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits , and (ii) Liens over property securing the performance of bids, tenders or leases (including Capitalized Lease Obligations) subject to a purchase money security interest or similar agreement and statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practices (exclusive of obligations in respect of the payment for borrowed money); provided that the aggregate commitments and outstanding principal amounts of Indebtedness and other obligations secured thereby do not exceed $20,000,000;
(e) Liens (other than any Lien imposed by ERISAi) incurred in the ordinary course of business in connection with workmen’s compensationthe purchase or shipping of goods or assets of such Person (or the related assets and proceeds thereof), unemployment insurance which Liens are in favor of the seller or other forms shipper of governmental insurance such goods or benefitsassets and only attach to such goods or assets, or and (ii) in favor of customs and revenue authorities arising as a matter of law to secure performance payment of tenderscustoms duties in connection with the importation of goods by the Borrower;
(f) (i) solely on or prior to the date occurring on twenty (20) Business Days after the Disbursement Date, statutory obligations, leases any Liens in respect of the Existing Credit Agreement and contracts (ii) any other than for borrowed money) entered into Liens in existence on the ordinary course of business or to secure obligations date hereof and set forth on surety or appeal bondsSchedule 6.11(b);
(g) judgment Liens in existence less than 30 days after on any property or asset existing thereon at the entry thereof time of acquisition of such property or with respect to which execution has been stayed asset, including any Lien on any property or the payment of assets acquired from a Person which is bonded merged with or covered into the Borrower or any of its Subsidiaries, or any Lien on the property or assets of any Person or other entity existing at the time such Person or other entity becomes a Subsidiary, and not created in full (subject to a customary deductible) by insurance maintained connection with responsible insurance companiessuch acquisition;
(h) Liens securing an extension, renewal or refunding of Indebtedness secured by any Lien referred to in existence on clause (g) above; provided that such new Liens are limited to the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3property which was subject to the prior Lien immediately before such extension, but without giving effect to any extensions renewal or renewals thereofrefunding; andprovided further that the principal amount of Indebtedness secured by the prior Lien immediately before such extension, renewal or refunding is not increased;
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course any interest or title of business which, in the aggregate, do not materially detract from the value a lessor or sublessor under any lease of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoreal estate permitted hereunder;
(j) Liens any zoning or similar law or right reserved to or vested in connection with Capitalized Lease Liabilities in any governmental office or agency to control or regulate the amount and to the extent permitted by subsection 7.2.2(f)use of any real property;
(k) judgment Liens on property leased that do not give rise to an Event of Default and are being contested in good faith and by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary proper proceedings and as to the lessor under such leaseswhich reasonably appropriate reserves are being maintained;
(l) Liens on property Dollars and Cash Equivalents that are in the form of a Target which exist treasury bonds or other government debt instruments in connection with cauciones bursátiles in an amount not to exceed at the any time such Target becomes the subject of a Permitted Acquisition $70,000,000 permitted to the extent such Liens are otherwise permitted be incurred or created pursuant to Section 8.12(a)(v) of this Agreement;
(m) other Liens; provided that (x) before the Reset Date, the aggregate commitments and outstanding principal amounts of Indebtedness and other obligations secured thereby do not exceed $5,000,000 and (y) on or after the Reset Date, the aggregate commitments and outstanding principal amounts of Indebtedness and other obligations secured thereby do not exceed $30,000,000; provided further that such amount will be increased to (i) $45,000,000 if 50% of the principal amount of the Loans outstanding on the Disbursement Date have been repaid and (ii) $60,000,000 if 75% of the principal amount of the Loans outstanding on the Disbursement Date have been repaid;
(n) Liens on Cash and Cash Equivalents to secure commitments and Indebtedness permitted to be incurred or created pursuant to Section 7.2.38.12(a)(vii) of this Agreement; and
(mo) Liens on contemplated under Section 4.3A(b) of this Agreement and the assets definition of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2Permitted Refinancing Indebtedness.
Appears in 1 contract
Liens. The Borrower No Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues assets or assetsrevenues, whether now owned or hereafter acquired, except:other than the following (each a “Permitted Encumbrance”):
(a) Liens securing payment of the any Obligations, granted pursuant to any Loan Document;
(b) until Liens existing on the date Restatement Date and listed on Schedule 6.01 and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under SECTION 6.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the initial Borrowing; obligations secured or benefited by such Liens securing payment of Indebtedness of the type is permitted and described in clause (b) of Section 7.2.2by SECTION 6.03;
(c) purchase money Liens for taxes, assessments or governmental charges which are not required to be paid pursuant to SECTION 5.04;
(d) statutory Liens of landlords, consensual Liens granted in favor of landlords in the Province of Quebec securing the payment of rent which are subordinate to the Lien of the Collateral Agent, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens imposed by Applicable Law arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;
(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security interestslegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Lead Borrower or any Restricted Subsidiary;
(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions, encroachments, servitudes, rights of way, licenses, protrusions, site plan agreements, development agreements, contract zoning agreements and other similar encumbrances, rights, agreements and minor title defects affecting real property which, in addition tothe aggregate, and do not in limitation ofany case materially interfere with the ordinary conduct of the business of the Lead Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary);
(h) Liens securing judgments for the payment of money not constituting an Event of Default under SECTION 7.01(h);
(i) Liens securing Indebtedness permitted under SECTION 6.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Lease Liabilities described in clause Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; and Liens securing any Permitted Refinancing of Indebtedness under SECTION 6.03(e) that do not extend to any property that was not subject to the Lien securing the Indebtedness being refinanced;
(j) hereofleases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Lead Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary), or (ii) secure any Indebtedness;
(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business which payments are not overdue for a period of more than thirty (30) days and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation;
(l) Liens (i) arising by operation of law under Article 4 of the UCC in connection with collection of items provided for therein, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(m) Liens (i) on cash advances in favor of the seller of any property to be acquired in a Permitted Acquisition to be applied against the purchase price for such Permitted Acquisition, and (ii) consisting of an agreement to dispose of any property in a Permitted Disposition, in each case, solely to the extent such Permitted Acquisition or held Permitted Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
(n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under SECTION 6.03;
(o) Liens in favor of the Lead Borrower or a Restricted Subsidiary securing Indebtedness permitted under SECTION 6.03(d);
(p) Liens existing on property (other than Inventory and Accounts) at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to SECTION 5.14), in each case after the Restatement Date (other than Liens on the Capital Stock of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, and (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and accessions or additions thereto);
(q) any interest or title of a licensor, sublicensor, lessor or sublessor under licenses and leases entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
(s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Parent or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Lead Borrower or any Restricted Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(du) Liens for taxes, assessments solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Parent or other governmental charges any of its Restricted Subsidiaries in connection with any letter of intent or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its bookspurchase agreement permitted hereunder;
(ev) Liens in respect of carriersthe Term Loan Facility, warehousemen, mechanics, materialmen and landlords incurred in subject at all times to the ordinary course terms of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its booksthe Intercreditor Agreement;
(fw) Liens arising from precautionary UCC filings or PPSA filings regarding “true” operating leases or the consignment of goods to a Loan Party;
(other than x) Liens placed on the Capital Stock of any Lien imposed joint venture entity in the form of a transfer restriction, purchase option, call or similar right of a third party joint venture partner;
(y) ground leases in respect of real property on which facilities owned or leased by ERISAthe Lead Borrower or any of its Subsidiaries are located;
(z) Liens existing on title insurance policies relating to any Mortgages;
(aa) Liens on insurance proceeds incurred in the ordinary course of business in connection with workmen’s compensation, unemployment the financing of insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bondspremiums;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(hbb) Liens in existence on securities which are the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances subject of repurchase agreements incurred in the ordinary course of business whichbusiness, in the aggregate, provided that such Liens do not materially detract from extend to any assets other than those that are the value subject of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretosuch repurchase agreement;
(jcc) Liens in connection with Capitalized Lease Liabilities arising by operation of law in the amount and to United States under Article 2 of the extent permitted by subsection 7.2.2(f)UCC in favor of a reclaiming seller of goods or buyer of goods;
(kdd) Liens on property leased by the Borrower Security given to a public or private utility or any Subsidiary or other interest or title Governmental Authority as required in the ordinary course of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leasesbusiness;
(lee) With respect to any Real Property located in Canada, any rights, reservations, limitations and conditions contained in the grant from the Crown or any Crown Patent;
(ff) Rights of a seller of unpaid goods in respect of such goods at common law or under the Bankruptcy and Insolvency Act (Canada) and other applicable legislation;
(gg) Undetermined or inchoate Liens which have not at such time been filed and of which none of the Loan Parties have been given notice and which relate to obligations not then due and payable;
(hh) Liens on property securing obligations permitted under SECTION 6.03(f) (other than in respect of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition Bank Products) to the extent such Liens obligations are otherwise permitted owing to a “Term Hedging Affiliate” (as defined in the Intercreditor Agreement) pursuant to this Section 7.2.3a “Term Hedging Agreement” (as defined in the Intercreditor Agreement), subject at all times to the terms of the Intercreditor Agreement; and
(mii) Without duplication of, or aggregation with, any other Lien permitted under any other clause of this SECTION 6.01, other Liens on (not covering Accounts, Inventory or the assets proceeds thereof unless the Liens thereon are subordinated to the Lien of NovaMed the Collateral Agent in a manner consistent with the terms of New Albany the Intercreditor Agreement) securing Indebtedness outstanding in an aggregate principal amount not to exceed $30,000,000 at any time outstanding. The designation of a Lien as a Permitted Encumbrance shall not limit or restrict the Indebtedness permitted by clause q ability of Section 7.2.2the Administrative Agent to establish any Reserve relating thereto.
Appears in 1 contract
Liens. The Borrower will not, and will not Nor permit any of its Subsidiaries to, to create, incur, assume or suffer to exist any Lien upon any of its property, revenues or property and assets, whether now owned or hereafter acquiredincluding, exceptwithout limitation, property and assets included in the Collateral, except Liens securing the Obligations and:
(a1) Liens securing payment of the Obligations, granted pursuant to any Loan Document;
(b) until the date of the initial Borrowing; Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2;
(c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed charges for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(d) Liens for current taxes, assessments or other governmental charges or levies which are not at the time delinquent or thereafter which remain payable without penalty penalty, or the validity of which are contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof, provided the Company or such Subsidiary shall have set aside on its books and shall maintain adequate reserves for the payment of same in conformity with GAAP;
(2) Liens, deposits or pledges made to secure statutory obligations, surety or appeal bonds, or bonds to obtain, or to obtain the release of, attachments, writs of garnishment or for stay of execution, or to secure the performance of bids, tenders, contracts (other than for the payment of borrowed money), leases or for purposes of like general nature in the ordinary course of the business of the Company and its Subsidiaries;
(3) Purchase money security interests for property hereafter acquired, conditional sale agreements, or other title retention agreements, with respect to property hereafter acquired; provided, however, that no such security interest or agreement shall extend to any property other than the property acquired and the principal amount of the Indebtedness secured thereby shall not exceed one hundred percent (100%) of the cost of such property;
(4) Statutory Liens of landlord's, carriers, warehousemen, mechanics, materialmen and other similar Liens imposed by law and created in the ordinary course of business for amounts not yet due or which are being diligently contested in good faith by appropriate proceedings and for with respect to which adequate reserves are being maintained in accordance conformity with GAAP shall have been set aside on its booksGAAP;
(e5) Liens of carriers, warehousemen, mechanics, materialmen Attachment and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(f) Liens (other than any Lien imposed by ERISA) incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens not otherwise constituting an Event of Default each of which Lien is in existence less than 30 thirty (30) days after the entry thereof or with respect to which execution has been stayed or the stayed, payment of which is bonded or covered in full (subject by insurance, or the Borrowers shall in good faith be prosecuting an appeal or proceedings for review and shall have set aside on its books such reserves as may be required by GAAP with respect to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions such judgment or renewals thereofaward; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto;
(j6) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title of the lessor under operating leases securing obligations of the Borrower or such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and
(m) Liens existing on the assets of NovaMed of New Albany Effective Date shown on the financial statements referred in Paragraph 11(a) above (other than Liens securing Indebtedness under the Indebtedness permitted by clause q of Section 7.2.2Existing Term Loan Facility).
Appears in 1 contract
Liens. The Borrower will notNo Credit Party shall, and will not permit any of its Subsidiaries todirectly or indirectly, create, incur, assume or suffer permit to exist any Lien upon on or with respect to any property or asset of its property, revenues or assetsany kind of any Credit Party, whether now owned or hereafter acquiredacquired or licensed, or any income, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State, or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except:
(a) Liens securing payment in favor of Collateral Agent for the Obligations, benefit of Secured Parties granted pursuant to any Loan Financing Document;
(b) until the date of the initial Borrowing; Liens securing payment of (i) Indebtedness of the type with respect to Commodity Hedge Agreements permitted to be entered into pursuant to Section 6.16 (Speculative Transactions) and (ii) Indebtedness described in clause (bc) of Section 7.2.26.1 (Indebtedness);
(c) Liens which are specific Schedule B exceptions to the coverage afforded by a Title Policy;
(d) statutory Liens or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP;
(e) pledges or deposits of cash or letters of credit to secure the performance of bids, trade contracts (other than for borrowed money), government contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and return of money bonds, letters of credit and other obligations of a like nature incurred in the ordinary course of business and in accordance with the then-effective Operating Budget;
(f) capital leases and purchase money security interestsliens on property purchased securing obligations not in excess of $30,000,000 in the aggregate;
(g) easements, rights of way, encroachments and other similar encumbrances affecting real property which are incurred in addition tothe ordinary course of business and encumbrances consisting of zoning or other rights reserved to or vested in any governmental office or agency, licenses, restrictions on the use of property or encumbrances, defects or imperfections in title which do not materially impair such property for the purpose for which the applicable Credit Party’s interest therein was acquired or materially interfere with the operation of the Projects as contemplated by the Transaction Documents;
(h) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments; provided that such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in limitation of, connection with margin financing or otherwise;
(i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Capitalized Lease Liabilities described in clause importation of goods;
(j) hereofLiens created in the ordinary course of business on deposits to secure liability for premiums to insurance carriers or securing insurance premium financing arrangements, on any property acquired arising in connection with conditional sale, title retention, consignment or held by any Subsidiary similar arrangements for the sale of goods or securing letters of credit issued in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f);
(dk) Liens for taxesMechanics’ Liens, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;
(e) Liens of carrierslessors and sublessor, warehousemen, mechanics, materialmen other common law Liens and landlords similar Liens incurred in the ordinary course of business for sums which secure amounts not overdue for a period of more than 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being diligently contested in good faith and by appropriate proceedings and for which actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP shall have been set aside on its booksto the extent required by GAAP;
(fl) Liens legal or equitable encumbrances (other than any attachment prior to judgment, judgment lien or attachment in aid of execution on a judgment) deemed to exist by reason of the existence of any pending litigation or other legal proceeding if the same is effectively stayed or the claims secured thereby are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP;
(m) Liens arising out of judgments or awards not constituting an Event of Default so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which adequate cash reserves, bonds or other cash equivalent security have been provided or are fully covered by insurance (other than any customary deductible);
(n) Liens for workers’ compensation awards and similar obligations not then delinquent and any such Liens, whether or not delinquent, whose validity is at the time being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP;
(o) Liens on Permitted Debt described in clause (b) of Section 6.1 (Indebtedness); provided, any such Lien imposed shall encumber only the asset acquired with the proceeds of such Indebtedness;
(p) Liens on assets acquired, or on assets of a Person that is acquired or merged with or into or consolidated with any Credit Party to the extent permitted hereunder, provided that such Liens (i) shall be existing at the time of such acquisition, (ii) do not extend to property not subject to such Liens at the time of such acquisition (other than improvements thereon) and (iii) are not created in anticipation or contemplation of such acquisition;
(q) Liens as contemplated under the Material Contracts that are in existence as of the Closing Date and each Funding Date that expire in accordance with their terms or are terminated by ERISAthe counterparty thereunder; provided that such Liens may not, after the Closing Date, extend to (i) incurred any assets of any Credit Party not party to such existing Material Contract or (ii) any additional property of the applicable Credit Party party to such existing Material Contract;
(r) the replacement, extension or renewal of any Lien permitted by this Section 6.2 (Liens); provided that such Lien is on the same assets originally subject thereto and arises out of the extension, renewal or replacement of the Indebtedness secured thereby (without any increase in the amount thereof except to the extent permitted herein);
(s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Credit Party in connection with any letter of intent or purchase agreement permitted hereunder;
(t) prior to the CCTP Funding Date, Liens as contemplated pursuant to the CCTP Existing Indebtedness; (u) prior to the SPLNG Funding Date, Liens as contemplated pursuant to the SPLNG Senior Notes;
(v) Liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP;
(w) non-exclusive outbound licenses of patents, copyrights, trademarks and other Intellectual Property rights granted by Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in connection any respect with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course conduct of business or to secure obligations on surety or appeal bonds;
(g) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is bonded or covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;
(h) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any extensions or renewals thereof; and
(i) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract detracting from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject theretoBorrower or such Subsidiary;
(jx) non-consensual statutory Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f);
(k) Liens on property leased by the Borrower or any Subsidiary or other interest or title rights of the lessor under operating leases securing obligations setoff of the Borrower or financial institutions over deposit accounts held at such Subsidiary to the lessor under such leases;
(l) Liens on property of a Target which exist at the time such Target becomes the subject of a Permitted Acquisition financial institutions to the extent such Liens are otherwise permitted or rights of setoff secure or allow setoff against amounts owing for fees and expenses relating to the applicable deposit account;
(y) Liens on property rented to, or leased by, any Credit Party pursuant to this a Sale and Leaseback Transaction; provided, that (i) such Sale and Leaseback Transaction is permitted by Section 7.2.36.9 (Sale and Leasebacks); (ii) such Liens do not encumber any other property of the Credit Parties; and (iii) such Liens secure only the Indebtedness incurred in connection with such Sale and Leaseback Transaction; and
(mz) Liens not otherwise permitted by this Section 6.2 (Liens) in an aggregate amount not to exceed $15,000,000 at any time outstanding; provided, however, that no reference herein to Liens permitted hereunder (including Permitted Liens), including any statement or provision as to the acceptability of any Liens (including Permitted Liens), shall in any way constitute or be construed as to provide for a subordination of any rights of the Agents, the Lenders, the Issuing Banks or other Credit Agreement Secured Parties hereunder or arising under any of the other Financing Documents in favor of such Liens. For the avoidance of doubt, Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of any Unrestricted Subsidiary shall not be prohibited this Section 7.2.26.2 (Liens).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.)