Common use of No Further Negative Pledges; Restrictive Agreements Clause in Contracts

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 6 contracts

Samples: Credit Agreement (Kforce Inc), Credit Agreement (Lubys Inc), Credit Agreement (Kforce Inc)

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No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred Incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (o), (p) or (r), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 5 contracts

Samples: Credit Agreement (SYNAPTICS Inc), Credit Agreement (SYNAPTICS Inc), First Amendment and Lender Joinder Agreement (SYNAPTICS Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided ); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 5 contracts

Samples: Credit Agreement (Patrick Industries Inc), Credit Agreement (Patrick Industries Inc), Credit Agreement (Patrick Industries Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided 11.1(d); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 4 contracts

Samples: Credit Agreement (Blackhawk Network Holdings, Inc), Credit Agreement (Blackhawk Network Holdings, Inc), Credit Agreement (Fossil Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring to secure the grant of any security for such obligation if security is given for some other obligationObligations, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to the Intercreditor Agreements, (iii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d7.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iiie) (provided that any such restriction contained therein relates only to the assets acquired in any such acquisition referred to therein) or (k) (provided that any such restriction contained therein relates only to the assets of Non-Guarantor Subsidiaries) and (iv) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)Date.

Appears in 3 contracts

Samples: Assignment and Assumption (Turning Point Brands, Inc.), Assignment and Assumption (Turning Point Brands, Inc.), Patent Security Agreement (Turning Point Brands, Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assetsassets for the benefit of the Administrative Agent or the Lenders, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided ); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith and the products and proceeds thereof, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted LienLien and the products and proceeds thereof).

Appears in 2 contracts

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

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to to, or of the type described in, Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 2 contracts

Samples: Credit Agreement (KMG Chemicals Inc), Credit Agreement (KMG Chemicals Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument agreement governing Indebtedness incurred pursuant to Section 9.1(d11.1(d) or 11.1(k) (provided provided, that any such restriction contained therein relates only to the asset or assets financed therebyacquired in connection therewith), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and Date, (iv) customary restrictions in connection with any Permitted Lien or any document or instrument agreement governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), and (v) pursuant to any agreement governing Indebtedness incurred pursuant to Section 11.1(k), 11.1(m) or 11.1(n) (provided that any such prohibition or restriction contained in any such agreement does not prohibit or otherwise restrict the creation of any Lien to secure the Obligations).

Appears in 2 contracts

Samples: Credit Agreement (Fossil Group, Inc.), Credit Agreement (Fossil Group, Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 2 contracts

Samples: Credit Agreement (Ubiquiti Networks, Inc.), Credit Agreement (Ubiquiti Networks, Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned assets (including contractual provisions restricting the assignability thereof to Agent or hereafter acquired, to an assignee thereof upon exercise by Agent of any rights or remedies set forth in the Financing Agreements or at law) or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan DocumentsFinancing Agreements, (ii) pursuant to any document or instrument governing Indebtedness indebtedness incurred pursuant to Section 9.1(d) (provided 8.3(c); provided, that any such restriction contained therein relates only to the asset asset, properties or assets financed thereby)interests acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets properties subject to such Permitted Lien); or (iv) pursuant to any document or instrument governing indebtedness incurred pursuant to Section 8.3(g), (h), (i) and (k).

Appears in 2 contracts

Samples: Credit Agreement (Imax Corp), Credit Agreement (Imax Corp)

No Further Negative Pledges; Restrictive Agreements. (ac) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided 11.1(d); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Blackhawk Network Holdings, Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness permitted by Section 8.1(c) or incurred pursuant to Section 9.1(d) (provided 8.1(d); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date or imposed by Applicable Law and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Global Power Equipment Group Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assetsProperties, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (8.1(d); provided that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents Organizational Documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date Date, and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Opentable Inc)

No Further Negative Pledges; Restrictive Agreements. (a) a. Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Fidelity National Financial, Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligationobligation (other than with respect to an Excluded Subsidiary), except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d10.1(d) or (e) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), ) and (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Beacon Roofing Supply Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assetsthe Collateral, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date Subsidiary, (iv) restrictions in any Refinancing Notes and (ivv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Boot Barn Holdings, Inc.)

No Further Negative Pledges; Restrictive Agreements. (ac) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Ubiquiti Networks, Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to or permit any Subsidiary to enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.3(c) (provided provided, that any such restriction contained therein relates only to the asset or assets financed therebyacquired in connection therewith), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Apogee Enterprises Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided 9.1(c); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary the Borrower as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Southwest Gas Corp)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assetsassets (excluding the Equity Interests issued by any Excluded Subsidiary that are held by a Credit Party), whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d7.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Excluded Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Walker & Dunlop, Inc.)

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No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred Incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Synaptics Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to the TGC Note Purchase Agreement and the documents related thereto, (iii) pursuant to the TGC Credit Agreement and the documents related thereto, (iv) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (7.1(h); provided that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iiiv) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary the Borrower as of the Closing Date and (ivvi) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Macquarie Infrastructure Corp)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.1(e) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iiiii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and (iviii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Zoe's Kitchen, Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to or permit any Subsidiary to enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.3(c) (provided provided, that any such restriction contained therein relates only to the asset or assets financed therebyacquired in connection therewith), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Restatement Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Apogee Enterprises, Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to the TGC Note Purchase Agreement and the documents related thereto, (iii) pursuant to the TGC Credit Agreement and the documents related thereto, (iv) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided 7.1(h); provided, that any such restriction contained therein relates only to the asset or assets financed thereby), acquired in connection therewith (iiiv) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary the Borrower as of the Closing Date and (ivvi) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Macquarie Infrastructure CO LLC)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d8.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date Date, and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (SolarWinds, Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided ); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and Date, (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien)) and (v) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Wingstop Inc.)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant 94 43360385_8 to any document or instrument governing capital lease Indebtedness and purchase money Indebtedness to the extent such Indebtedness is incurred pursuant to Section 9.1(d) (provided 11.1(e); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (Merit Medical Systems Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d9.1(c), (d) or (i) (provided that any such restriction contained therein relates only to the asset or assets financed therebyacquired in connection therewith and proceeds thereof), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted LienLien and proceeds thereof).

Appears in 1 contract

Samples: Credit Agreement (Southwest Gas Corp)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred Incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the 115 asset or assets financed thereby), (o), (p) or (r), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien).

Appears in 1 contract

Samples: Credit Agreement (SYNAPTICS Inc)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d9.1(c), (d) or (j) (provided that any such restriction contained therein relates only to the asset or assets financed therebyacquired in connection therewith and proceeds thereof), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary the Consolidated Companies as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted LienLien and proceeds thereof).

Appears in 1 contract

Samples: Credit Agreement (Southwest Gas Corp)

No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided ); provided, that any such restriction contained therein relates only to the asset or assets financed thereby)acquired in connection therewith, (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Excepted Lien or any document or instrument governing any Permitted Excepted Lien (provided provided, that any such restriction contained therein relates only to the asset or assets subject to such Permitted Excepted Lien).

Appears in 1 contract

Samples: Credit Agreement (Atlas Pipeline Partners Lp)

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